Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. The execution and delivery by the Purchaser of this Agreement and the Escrow Agreement, the consummation of the transactions contemplated hereby and thereby and compliance by the Purchaser with any of the provisions hereof and thereof does not and will not (i) conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of the Purchaser, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the Purchaser is a party, or by which the Purchaser or any of the Purchaser's properties or assets may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been, or before the Closing will be, obtained, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Purchaser or any of the Purchaser's properties or assets or (iv) result in the creation or imposition of any Claim upon any of the Purchaser's properties or assets. No consent or approval by, or notification of or filing with, any person is required in connection with the execution, delivery and performance by the Purchaser of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby, except for the filing of a premerger notification and report form by the Purchaser under the HSR Act.

Conflicts; Consents. The execution and delivery by the Purchaser of this Agreement and the Escrow Agreement, the consummation of the transactions contemplated hereby and thereby and compliance by the Purchaser with any of the provisions hereof and thereof does do not and will not (i) conflict with or result in a breach of the articles certificate of incorporation, by-laws or other constitutive documents of the Purchaser, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the Purchaser is a party, or by which the Purchaser or any of the Purchaser's properties or assets may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been, or before the Closing will be, obtained, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Purchaser or any of the Purchaser's properties (iii) conflict with or assets or (iv) result in the creation a default under (or imposition give rise to any right of acceleration under) any material term of any Claim upon material agreement relating to indebtedness for borrowed money to which the Purchaser is a party or the material terms of any of securities issued by the Purchaser's properties Purchaser or assetsinstruments convertible or exchangeable for such securities, except for conflicts, breaches or defaults as to which requisite waivers or consents will have been obtained before the Closing. No consent or approval by, or notification of or filing with, any person is required in connection with the execution, delivery and performance by the Purchaser of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and therebyhereby, except for (i) the filing of a premerger notification and report form by the Purchaser under the HSR ActAct and the expiration or early termination of the applicable waiting period under the HSR Act and (ii) the consent of the Purchaser's senior and subordinated lenders (it being understood and agreed that obtaining or failing to obtain the consent of the Purchaser's senior and subordinated lenders is deemed to be within the control of the Purchaser solely for purposes of Section 3.1(b)(i)).

Conflicts; Consents. The execution and delivery by the Purchaser of this Agreement and the Escrow Tire Supply Agreement, the consummation of the transactions contemplated hereby and thereby and compliance by the Purchaser with any of the provisions hereof and thereof does not and will not (i) conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of the PurchaserPurchaser or Goodyear, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the Purchaser or Goodyear is a party, or by which the Purchaser or Goodyear or any of the Purchaser's or Goodyear's properties or assets may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been, or before the Closing will be, obtained, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Purchaser or Goodyear or any of the Purchaser's or Goodyear's properties or assets or (iv) result in the creation or imposition of any Claim upon any of the Purchaser's or Goodyear's properties or assets. No consent or approval by, or notification of or filing with, any person is required in connection with the execution, delivery and performance by the Purchaser of this Agreement and the Escrow Tire Supply Agreement and the consummation of the transactions contemplated hereby and thereby, except for the filing of a premerger notification and report form by the Purchaser under the HSR Act.

Conflicts; Consents. The None of the execution and delivery by the Purchaser of this Agreement and Agreement, the Assignment, the Escrow Agreement or the Services Agreement, the consummation of the transactions contemplated hereby and or thereby and or compliance by the Purchaser Parties with any of the provisions hereof and or thereof does not and will not (i) conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of the PurchaserPurchaser Parties, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the any Purchaser Party is a party, or by which the Purchaser such party or any of the Purchasersuch party's properties or assets assets, may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have beenshall be obtained before the Closing, or before the Closing will be, obtained, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the any Purchaser Party or any of the Purchaser's properties or assets or (iv) result in the creation or imposition of any Claim upon any of the Purchasersuch party's properties or assets, in each case, which conflict, breach, default or violation could reasonably be expected to materially impair such party's ability to consummate the transactions contemplated hereby. No material consent or approval by, by or notification of or filing with, with any person (governmental or private) is required in connection with the execution, delivery and performance by the Purchaser Parties of this Agreement or by the Purchaser of the Assignment and the Escrow Agreement, or by the Purchaser Parent or the Purchaser of the Services Agreement and or the consummation of the transactions contemplated hereby and or thereby, except for other than those that have been obtained or will prior to the filing of a premerger notification Closing Date be obtained and report form by the Purchaser under the HSR Actare, or will be, in full force and effect.

Conflicts; Consents. The execution and delivery by the Purchaser such Seller of this Agreement and the Escrow Agreement, the consummation of the transactions contemplated hereby and thereby and compliance by the Purchaser such Seller with any of the provisions hereof and thereof does not and will not (i) conflict with or result in a breach of the articles constitutive documents, if any, of incorporation, by-laws or other constitutive documents of the Purchasersuch Seller, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the Purchaser such Seller is a party, or by which the Purchaser such Seller or any of the Purchasersuch Seller's properties or assets may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been, or before the Closing will be, obtainedobtained (which waivers or consents are set forth in Section 2.2(b) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Purchaser such Seller or any of the Purchasersuch Seller's properties or assets or (iv) result in the creation or imposition of any Claim upon any of the Purchasersuch Seller's properties or assetsShares. No consent or approval by, or notification of or filing with, any person is required in connection with the execution, delivery and performance by the Purchaser such Seller of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby, except for the filing of a premerger notification and report form by the Purchaser Sellers under the Hart-▇▇▇▇▇- ▇▇di▇▇ ▇▇▇rovements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act").

Conflicts; Consents. The execution and delivery by the Purchaser of this Agreement ------------------- and the Escrow each other agreement or document contemplated by this Agreement, the consummation of the transactions contemplated hereby and thereby and the compliance by the Purchaser Sellers with any of the provisions hereof and thereof does do not and will not (i) conflict with or result in a breach of the articles of incorporationcharter, by-laws or other constitutive documents of the PurchaserCompany, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which the Purchaser Company or any Seller is a party, or by which the Purchaser Company or any Seller or any of the PurchaserCompany's or any Seller's properties or assets assets, may be bound or affected, except for such conflictsconflict, breaches breach or defaults default as to which requisite waivers or consents have been, or shall be obtained before the Closing will be, obtained(which waivers or consents are set forth in Section 2.1(d) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Purchaser Company or any Seller or any of the PurchaserCompany's or any Seller's properties or assets, except for any such violations that are immaterial to the Company and the Company's properties and assets or (iv) result in the creation or imposition of any Claim security interest, lien or other encumbrance upon the Shares or any of property or assets used or held by the Purchaser's properties or assetsCompany. No consent or approval by, or any notification of or filing with, any person is required in connection with the execution, delivery and performance by the Purchaser Sellers of this Agreement and the Escrow or any other agreement or document to which a Seller is party as contemplated by this Agreement and or the consummation by the Sellers of the transactions contemplated hereby and thereby, or thereby except for such consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 2.1(d) of the filing of a premerger notification and report form by the Purchaser under the HSR ActDisclosure Schedule.