Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. (a) Subject to the receipt of Competition Act Approval and TSX Approval, the execution, delivery and performance by the Purchaser of this Agreement and each of the Financing Commitments and each Ancillary Agreement to which the Purchaser is a party do not, and the consummation by the Purchaser of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, or (iii) require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any Person any rights of acceleration, amendment, termination or cancellation or to cause a loss of any rights under, any material Contract to which the Purchaser is a party or by which the Purchaser or any of its material assets or properties is bound, other than, in the case of clause (i), (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments. (b) Except for Competition Act Approval and TSX Approval, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser as a result of or in connection with their execution, delivery and performance of this Agreement and each of the Financing Commitments or the Ancillary Agreements to which either is a party or its consummation of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments.

No Conflicts; Required Consents. (a) Subject to the receipt of Competition Act Approval and TSX Approval, the The execution, delivery and performance by the Purchaser Seller of this Agreement and by the Seller and each ELN Company of the Financing Commitments and each Ancillary Agreement to which the Purchaser it is a party do not, and the consummation by the Purchaser Seller and the ELN Companies of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law binding upon or applicable to the Purchaser, or Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any Person any rights of acceleration, amendment, termination or cancellation or to cause a loss of any rights under, any material Material Contract or Required License relating to the Business to which any of the Purchaser ELN Companies is a party or by which any of the Purchaser ELN Companies or any of its material assets or properties is bound, other than, than in the case of clause (i), (ii) or this clause; (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect; or (iv) result in the Purchaser’s ability to perform its obligations hereunder creation or imposition of any Lien upon the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each Shares or any assets or properties of any of the Financing CommitmentsELN Companies, other than Permitted Liens. (b) Except for Competition Act Approval and TSX Approvalor as set forth in Schedule 3.4(b) with respect to any Material Contract or Required License, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser Seller as a result of or in connection with their the Seller’s execution, delivery and performance of this Agreement and each or the Seller’s or any of the Financing Commitments ELN Companies’ execution, delivery and performance of any Ancillary Agreement or the Ancillary Agreements to which either is a party or its consummation of the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsMaterial Adverse Effect.

No Conflicts; Required Consents. (a) Subject to the receipt of Competition Act Approval The execution and TSX Approval, the execution, delivery and performance by the Purchaser of this Agreement and each of the Financing Commitments and each Ancillary Agreement to which the Purchaser is a party do not, and the consummation by the Purchaser of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments will not, (i) conflict with, with or violate or result in a breach of any provision of the Purchaser’s Organizational Documents, organizational documents; or (ii) assuming that the Regulatory Approvals are obtained, (A) conflict with, with or violate or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, Purchaser or any of its material assets or properties or (iiiB) require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give rise to any Person others any rights of acceleration, amendment, termination or cancellation or to cause a loss of any rights under, any material Contract to which the Purchaser is a party or by which the Purchaser or any of its material assets or properties is bound, other than, in the case of clause (i), (iiA) or (iiiB) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransactions. (b) Except for Competition Other than the Regulatory Approvals and other than the giving of a post-closing notice under the Investment Canada Act Approval and TSX Approval(Canada), no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person third party is required to be obtained, made or given by the Purchaser as a result of or in connection with their its execution, delivery and performance of this Agreement and each of the Financing Commitments or the Ancillary Agreements to which either is a party or its consummation of the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransactions, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransactions.

No Conflicts; Required Consents. (a) Subject to the receipt of Competition Act Approval and TSX Approval, the The execution, delivery and performance by the Purchaser each Seller Party of this Agreement and each of the Financing Commitments and each Ancillary Agreement to which the Purchaser such Seller Party is a party do not, and the consummation by the Purchaser such Seller Party of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments Transaction will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s its Organizational Documents, as applicable; (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchasersuch Seller Party or any of his, her or its assets or properties; (iii) require any consent of, notice to or other action by any Person under, conflict with, violate, violate or result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any Person any rights of acceleration, amendment, termination or cancellation or to cause a loss of any rights under, any material Contract or License to which the Purchaser such Seller Party is a party or by which the Purchaser such Seller Party or any of his, her or its material assets or properties is bound, other than, in the case of this clause (i), (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchasersuch Seller Party’s ability to timely perform his, her or its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and Transaction; or (iv) result in the transactions contemplated under each creation or imposition of any Lien upon the Purchased Shares, any assets or properties of the Financing CommitmentsCorporation. (b) Except for Competition Act Approval and TSX Approval, no No consent, approval or authorization of, or registration, declaration or filing with, or notification notice to, any Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser any Seller Party as a result of or in connection with their such Seller Party’s execution, delivery and performance of this Agreement and each of the Financing Commitments or the Ancillary Agreements to which either is a party or its consummation of the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransaction, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchasersuch Seller Party’s ability to timely perform his, her or its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransaction.

No Conflicts; Required Consents. (a) Subject to the receipt of Competition Act Approval and TSX ApprovalExcept as provided in Schedule 5.3(a), the execution, delivery and performance by the Purchaser of this Agreement and each of the Financing Commitments and each Ancillary Agreement to which the Purchaser is a party do not, and the consummation by the Purchaser of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments Transaction will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, or (iii) require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any Person any rights of acceleration, amendment, termination or cancellation or to cause a loss of any rights under, any material Contract to which the Purchaser is a party or by which the Purchaser or any of its material assets or properties is are bound, other than, in the case of clause (i), (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransaction. (b) Except for Competition Act Approval and TSX Approvalas provided in Schedule 5.3(a), no consent, approval or authorization of, or registration, declaration or filing with, or notification notice to, any Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser as a result of or in connection with their its execution, delivery and performance of this Agreement and each of the Financing Commitments or the Ancillary Agreements to which either is a party or its consummation of the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransaction, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ’ ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsTransaction.

No Conflicts; Required Consents. (a) Subject to the receipt of Competition Act Approval The execution and TSX Approval, the execution, delivery and performance by the Purchaser Company of this Agreement and each of the Financing Commitments and each Ancillary Agreement other Transaction Documents to which the Purchaser it is a party do not, and the consummation performance by the Purchaser Company, the Selling Shareholders, or other parties to this Agreement or any Transaction Document of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments hereby or thereby to be performed by it will not, subject to obtaining the consents, approvals, orders or authorizations and making the filings referred to below, (i) violate, conflict with, violate with or result in a breach of any provision of the Purchaser’s Organizational DocumentsCharter of the Company or the Charter of any of its Subsidiaries, (ii) conflict with, violate or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or give any person the right to require any security to be repurchased under, any permits, licenses, instruments, franchises, concessions, authorizations and approvals (collectively, "Permits") or any contract, order, judgment or decree to which the Company or any of its Subsidiaries is a party, by which any of their respective properties are bound, or that are used by the Company or any of its Subsidiaries under management agreements, (iii) constitute a violation of any laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any Governmental Entity (defined in Section 3.1.7(c)) having jurisdiction over the Company or any of its Subsidiaries or the Business, operations, properties or assets of the Company or its Subsidiaries, as they may be in effect on or before the Closing ("Law"), or (iv) conflict with or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, or (iii) require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or terms and provisions of, or constitute a default (or an event that which, with notice or without lapse of time, or both, would constitute a default) or require consent under, or result in the creation or imposition of any Lien upon any property of the Company or any of its Subsidiaries pursuant to the terms of any agreement to which the Company or any of its Subsidiaries is a party or by which any of such entities or their respective properties may be bound or under which the Company or any of its Subsidiaries owns or operates any of their respective properties or the Business. (b) Neither the Company nor any of its Subsidiaries (i) is in violation of any of their respective Charter, (ii) is in default in the due performance or observance of any agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of them or any of their respective properties may be bound (and no event has occurred which, with notice or lapse of time or both both, would become constitute such a default) under, or give rise to any Person any rights of acceleration, amendment, termination or cancellation or to cause a loss of any rights under, any material Contract to which the Purchaser is a party or by which the Purchaser or any of its material assets or properties is bound, other than, in the case of clause (i), (ii) or except for such defaults as would not have a Material Adverse Effect, (iii) aboveis in violation of any Law to which it or its property may be subject, any except for such items that have not had and violations as would not reasonably be expected have a Material Adverse Effect, or (iv) has failed to have, individually or obtain and have in full force and effect any material Permit necessary for the aggregate, a material adverse effect on the Purchaser’s ability to perform conduct of its obligations hereunder business or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each ownership or lease of the Financing Commitmentsits property. (bc) Except for Competition Act Approval Schedule 3.1.7 of the Company Disclosure Schedule sets forth a complete and TSX Approvalcorrect list of all consents, no approvals, orders and Permits of, and registrations, declarations and filings with, any third party or any governmental or regulatory department, commission, board, bureau, agency, court or other instrumentality of the United States, Mexico or any state, county, parish or municipality, jurisdiction, or other political subdivision thereof (including the SECOFI, CFC, CNBV, Bolsa, United States Department of Justice and United States Federal Trade Commission) ("Governmental Entity") (including any consent, approval or authorization ofwith respect to any contract, Permit or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person Environmental Permit (defined in Section 3.1.26)) that is required to be obtained, made or given by the Purchaser as a result of or in connection with their execution, delivery and performance of this Agreement and each of the Financing Commitments or the Ancillary Agreements to which either is a party or its consummation of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments.

No Conflicts; Required Consents. (a) Subject to the receipt of Competition Act Approval and TSX Approval, Neither the execution, delivery and or performance by the Purchaser of this Agreement and each nor any other Transaction Agreement by any Seller Entity nor the consummation of any of the Financing Commitments and each Ancillary Agreement to which the Purchaser is a party do not, and the consummation by the Purchaser of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments will not, will: (ia) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, or (iii) require any consent of, notice to or other action by any Person under, conflict with, violate, result in a any breach of the terms, conditions or provisions of, constitute a default under (or an event that with or without notice or lapse of time or both would become a defaulttime) under(i) any of the provisions of the organizational documents of such Seller Entity, or give rise to (ii) any Person any rights of acceleration, amendment, termination or cancellation or to cause a loss provision of any rights underMaterial Contract, or require a Consent under any material Contract to which the Purchaser is a party or by which the Purchaser or any of its material assets or properties is boundMaterial Contract, other than, in the case of clause (iii), such conflicts, violations, breaches, defaults or failures to obtain Consent that, alone or in the aggregate, would not have a material adverse impact on the Purchased Assets, the Product Lines or the ability of any of the Seller Entities to timely consummate the Transactions; (b) other than with respect to the FTC Order and the Antitrust Laws, and except as, alone or in the aggregate, would not have a material adverse impact on the Purchased Assets, the Product Lines or the ability of any of the Seller Entities to timely consummate the Transactions, (i) give any Governmental Authority or other Person the right to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which such Seller Entity is bound or any of the Purchased Assets is subject (ii) violate or conflict with any provision of, or result in the breach of, any Legal Requirement applicable to Seller or require any Consent of any Person (other than pursuant to any Contract) or (iii) aboveconstitute a default under or give any Person the right to declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Material Contract or otherwise result in the termination of a Material Contract; (c) result in the imposition or creation of any material Encumbrance (other than Permitted Encumbrances) upon or with respect to, or result in the material imposition of additional obligations or material loss of rights under, any such items that have not had and would not reasonably be expected Purchased Asset; or (d) other than with respect to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions FTC Order and the transactions contemplated under each of the Financing Commitments. (b) Except for Competition Act Approval and TSX ApprovalEC, no consent, approval require such Seller Entity to make or authorization of, deliver any material filing or registration, declaration or filing with, or notification to, any material notice to a Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser as a result of or in connection with their execution, delivery and performance of this Agreement and each of the Financing Commitments or the Ancillary Agreements to which either is a party or its consummation of the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsAuthority, other than any items reporting under the failure U.S. Securities Exchange Act of which to obtain1934, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing Commitmentsas amended.

No Conflicts; Required Consents. (a) Subject to Except as set forth in Schedule 4.3, neither the receipt of Competition Act Approval execution and TSX Approval, the execution, delivery and performance by the Purchaser of this Agreement and each of by the Financing Commitments and each Ancillary Agreement to which the Purchaser is a party do notPurchaser, and nor the consummation by the Purchaser of the Contemplated Transactions and the transactions contemplated under each hereby or thereby, nor compliance by the Purchaser with any of the Financing Commitments terms or provisions herein or therein, will not, (i) conflict with or violate any provision of the articles of incorporation or bylaws of the Purchaser, or (ii) violate, conflict with, violate constitute or result in a breach of any provision of the Purchaser’s Organizational Documentsterm, (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchasercondition, or (iii) require any consent provision of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or the lapse of time time, or both would become a defaultboth) under, or give rise to any Person right of termination, cancellation, or acceleration of any rights of acceleration, amendment, termination obligation or cancellation or to cause a the loss of any rights benefit under, or require a Consent pursuant to, or result in the creation of any Lien upon any material Contract assets or properties of the Purchaser pursuant to, any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, franchise, plan, or other instrument or obligation to which the Purchaser is a party party, or by which any of its material properties or assets may be bound or affected, except for such violations, conflicts, breaches, defaults, creation of Liens, or failure to obtain a Consents which are not reasonably likely in the aggregate, to have a Material Adverse Effect on the Purchaser, or (iii) conflict with or violate any judgment, order, writ, Injunction, decree, or Law applicable to the Purchaser or any of its material properties or assets or properties is bound, other than, which in the case of clause (i), (ii) or (iii) above, any such items that aggregate would have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the Purchaser’s ability to perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments. (b) Except for Competition Act Approval Neither the execution and TSX Approvaldelivery by the Purchaser of this Agreement or any of the Related Documents to which it is a party, no consentnor the consummation by the Purchaser of the transactions contemplated hereby or thereby will require, approval or authorization ofon the part of the Purchaser, or any notice to, registration, declaration declaration, or filing with, order, authorization, or notification toPermit of, any Governmental Authority exemption or waiver by, or Consent of, or any other Person is required to be obtained, made or given action by the Purchaser as a result of or in connection with their execution, delivery and performance of this Agreement and each of the Financing Commitments or the Ancillary Agreements to which either is a party or its consummation of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing CommitmentsGovernment Entity.