Common use of No Conflicts or Violations; No Consents or Approvals Required Clause in Contracts

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets under, any provision of (i) in the case of Seller, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documents, (ii) any Contract to which Seller or any of the Seller Parties is a party or by which any of the Transferred Assets is bound, (iii) any judgment, order or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) applicable to Seller or any of the Seller Parties or any of the Transferred Assets, other than, in the case of clauses (ii) and (iv) above, any such items that would not reasonably be expected to have a Business Material Adverse Effect. No Consent of, or registration, declaration, filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) is required to be obtained or made by or with respect to Seller or any of the Seller Parties in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, thereby will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) in the case organizational documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentssubsidiaries, (ii) any Contract to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its subsidiaries in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition, Acquisition or the other transactions contemplated by this Agreement or the Ancillary Agreements other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, compliance with and filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)Canada), (C) compliance with and filings and notifications under Section 13(a) of the Exchange ActEnvironmental Laws, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s Seller's (as opposed to any third party’s's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (E) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser and PRC Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation ofof the Global Acquisition or the China Acquisition, in as applicable, and the case of Seller, the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreementsthereby will not, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or PRC Purchaser, or any of their respective subsidiaries under, any provision of (i) in the case organizational documents of SellerPurchaser, its certificate PRC Purchaser or any of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentstheir respective subsidiaries, (ii) any Contract to which Seller Purchaser, PRC Purchaser or any of the Seller Parties their respective subsidiaries is a party or by which any of the Transferred Assets its properties or assets is bound, bound or (iii) any judgmentJudgment or statute, order or decree (“Judgment”) or (iv) any law, statute, ordinance, legally legally-binding rule or regulation or common law interpretation thereof (“Applicable Law”) applicable to Seller Purchaser or PRC Purchaser or any of the Seller Parties their respective subsidiaries, properties or any of the Transferred Assetsassets, other than, in the case of clauses (i), (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser, PRC Purchaser or any of the Seller Parties their respective subsidiaries in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, as applicable, or the consummation of the Acquisition, Acquisition other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, compliance with and filings and submissions, and termination or expiration of such other waiting periods as may be required notifications under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Environmental Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of PurchaserSeller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, (E) those as are necessary under Applicable Law for PRC Purchaser to be able to conduct the China Business at the China Facility in all material respects as such China Business is being conducted by PRC Seller at the China Facility immediately prior to the China Closing and (F) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated hereby and thereby (other than the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, Schedule 4.18) will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) in the case organizational documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentssubsidiaries, (ii) any Contract to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, Acquisition and the other transactions contemplated by this Agreement (other than the transactions contemplated in Schedule 4.18) other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada laws or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”))regulations, (CB) compliance with and filings and notifications under Section 13(a) of the Exchange Actapplicable Environmental Laws, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (EC) those that may be required solely by reason of Purchaser’s Seller's (as opposed to any third party’s's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (D) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated hereby and thereby (other than the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, Schedule 5.15) will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) in the case Organizational Documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentssubsidiaries, (ii) any Contract to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iviii) above, any such items that would not not, individually or in the aggregate, reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, Acquisition and the other transactions contemplated by this Agreement (other than the transactions contemplated in Schedule 5.15) other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act competition laws or regulations of 1976 (the “HSR Act”), (B) the Consents, filings Federal Republic of Germany and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law laws or regulations, (B) compliance with, any filings, notifications and completion of Canada or Mexico (collectivelyany public offer requirements under, the “Foreign Antitrust Laws”) (including, if applicable, any filings securities laws of India and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) rules and regulations of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”))SEBI promulgated thereunder, (C) compliance with and filings and notifications under Section 13(a) of the Exchange Actapplicable Environmental Laws, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s Seller's (as opposed to any third party’s's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (E) those the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller PartiesAffiliates, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliatesPurchaser) upon any of the Transferred Assets under, any provision of (i) in the case of Seller, its certificate Certificate of incorporation and bylaws Incorporation or By-laws and, in the case of each of the Seller PartiesAffiliates, its comparable organizational documents, (ii) any Contract to which Seller or any of the Seller Parties Affiliates is a party or by which any of the Transferred Assets is bound, bound or (iii) any judgment, order or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) applicable to Seller or any of the Seller Parties or any of the Transferred Assets, other than, in the case of clauses (i), (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Material Adverse Effectmaterial adverse effect on the Transferred Assets, taken as a whole. No Consent of, or registration, declaration, declaration or filing or submission with, any federalFederal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) ), is required to be obtained or made by or with respect to Seller or any of the Seller Parties Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), (B) the Consents, filings and submissionsreceipt, and termination or expiration expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”))jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws, (D) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (F) those the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, thereby will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or any of its Subsidiaries under, any provision of (i) in the case organizational documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentsSubsidiaries, (ii) any Contract to which Seller Purchaser or any of the Seller Parties its Subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its Subsidiaries or any of the Transferred Assetstheir respective properties or assets, other than, in the case of clauses (i), (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, Acquisition other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (EC) those that may be required solely by reason of PurchaserSeller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (D) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or any of its Subsidiaries under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any provision of (i) in the case its or any of Sellerits Subsidiaries' Certificate of Incorporation, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable Bylaws or similar organizational documentsdocument, (ii) any Contract Contract, note, instrument or financing obligation to which Seller Purchaser or any of the Seller Parties its Subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgmentJudgment or, order or decree (“Judgment”) or (iv) assuming compliance with the matters referred to in the immediately following sentence, any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its Subsidiaries or any of the Transferred Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iviii) above, any such items that would not reasonably be expected to not, individually or in the aggregate, have a Business Material Adverse EffectEffect on Purchaser or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. No Except as set forth in Schedule 3.04 or in the Purchaser SEC Documents, no Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) compliance the Shareholder Approval and the filing with the U.S. Securities and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 Exchange Commission (the “HSR Act”)"SEC") of the Proxy Statement relating thereto, (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competitionrequired filing with the SEC under the Securities Act or the Securities Exchange Act of 1934, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico as amended (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”"EXCHANGE ACT"), or any required filing with or notification to the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”))AMEX, (C) compliance those required under any U.S. state securities or "blue sky" laws in connection with and filings under Section 13(a) the issuance or resale of the Exchange ActWireless Shares, (D) those specifically contemplated by this Agreementany foreign governmental and regulatory filings, including the registrationnotices and approvals required to be made or obtained, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may the failure of which to obtain or make would not reasonably be required solely by reason of expected to have a Material Adverse Effect on Purchaser or otherwise materially adversely affect Purchaser’s (as opposed 's ability to any third party’s) participation in consummate the Acquisition and the other transactions contemplated hereby by this Agreement and by the Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller PartiesAffiliates, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliatesPurchaser) upon any of the Transferred Assets under, any provision of (i) in the case of Seller, its certificate Certificate of incorporation and bylaws Incorporation or By-laws and, in the case of each of the Seller PartiesAffiliates, its comparable organizational documents, (ii) any Contract to which Seller or any of the Seller Parties Affiliates is a party or by which any of the Transferred Assets is bound, bound or (iii) any judgment, order or decree (“Judgment”) or (iv) any statute, law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) applicable to Seller or any of the Seller Parties Affiliates or any of the Transferred AssetsAssets (“Applicable Law”), other than, in the case of clauses (i), (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federalFederal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) ), is required to be obtained or made by or with respect to Seller or any of the Seller Parties Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), (B) the Consents, filings and submissionsreceipt, and termination or expiration expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”))jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws, (D) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (F) those the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) in the case its or any of Sellerits subsidiaries' Certificate of Incorporation, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentsBy-laws or similar governing document, (ii) any Contract Contract, note, instrument or financing obligation to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse EffectEffect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, Acquisition other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings and notifications under Section 13(a) of the Exchange Act, applicable Environmental Laws and (DC) those specifically contemplated by this Agreement, including the registration, recordation failure of which to obtain or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may make would not reasonably be required solely by reason of Purchaser’s (as opposed expected to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreementshave a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The Except as set forth in Schedule 4.03, the execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, orwill not, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliatesLiens) upon any of the Transferred Assets properties or assets of Purchaser, or any of its subsidiaries under, any provision of (i) in the case organizational documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentssubsidiaries, (ii) any Contract to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets its properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assets, other than, in the case of clauses (ii) and (iv) above, any such items that would not reasonably be expected to have a Business Material Adverse Effectits properties or assets. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, Acquisition other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (EC) those that may be required solely by reason of PurchaserSeller’s and the Seller Affiliates’ (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, and (D) those the failure of which to obtain or make would not reasonably be expected to be material to the Purchaser’s ability to consummate the Acquisition.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller Purchaser and each of the Seller Purchaser Parties of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of any of Purchaser, any Purchaser Party or their affiliates under, any provision of (i) in the case organizational documents of SellerPurchaser, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentsany Purchaser Party or their affiliates, (ii) any Contract to which Seller Purchaser, any Purchaser Party or any of the Seller Parties their respective affiliates is a party or by which any of the Transferred Assets their respective properties or assets is bound, (iii) any judgment, order or decree (“Judgment”) Judgment or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser, any Purchaser Party or any of the Seller Parties their respective affiliates or any of the Transferred Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iv) above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser, any Purchaser Party or any of the Seller Parties their affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or and Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Environmental Laws, (D) compliance with and filings under Section 13(a) of the Exchange Act, and (DE) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsEntities.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller of this Agreement by Seller do not, the execution and delivery by Seller and each of the Seller Parties of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, Agreements will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets under, under any provision of (i) in the case Seller’s Certificate of SellerIncorporation or By-laws or CLRT’s Certificate of Formation or Amended and Restated Limited Liability Company Agreement dated September 15, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documents2006, (ii) except as set forth in Schedule 3.03, any Transferred Contract to which either Seller or any of the Seller Parties Party is a party or by which any of the Transferred Assets is bound, or (iii) any judgment, order or decree (“Judgment”) or (iv) any federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, statute, ordinance, legally binding interpretation, principle of common law, judicial decision, treaty, rule or regulation applicable to either Seller Party in respect of the Business or common law interpretation thereof any of the Transferred Assets (“Applicable Law”) applicable to Seller or any of the Seller Parties or any of the Transferred Assets), other than, in the case of clauses (ii) and (iviii) above, above any such items that would not reasonably be expected to have a Business Material Adverse Effect. No Consent Except as set forth in Schedule 3.03, no consent, approval or authorization (“Consent”) of, or registration, declaration, declaration or filing or submission with, any federalFederal, state, provincial, local or foreign court of competent jurisdiction, tribunal, judicial body, government, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) is required to be obtained or made by or with respect to either Seller or any of the Seller Parties Party in connection with the execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (B) those the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution Except as set forth in Seller Disclosure Schedule 3.3, the execution, delivery and delivery performance by each Seller Party of this Agreement do and the other Seller Party Concurrent Agreements to which such Seller Party is or will at Closing be a party does not, the execution and delivery by Seller and each of the Seller Parties of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreementsthereby will not, or(a) violate, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of, with or without notice, lapse of time or constitute a default underboth, any provision of such Seller Party’s or result in any Subject Entity’s Charter Documents, (b) give rise to the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) Encumbrance upon any of the Transferred Assets assets of the Subject Entities, the Subsidiary Interests or the Assigned Interest, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any provision of (i) in the case of Seller, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documents, (ii) any Contract to which Seller or any of the Seller Parties is Subject Entities are a party or party, by which any of Subject Entity’s assets are bound or to which the Transferred Assets is boundSubsidiary Interests or the Assigned Interest are subject, (iiic) violate any judgment, order Order applicable to any Seller Party or decree (“Judgment”) Subject Entity or (ivd) any lawsubject to obtaining the Consents or making the registrations, statute, ordinance, legally binding rule declarations or regulation or common law interpretation thereof (“Applicable Law”) applicable to Seller or any of the Seller Parties or any of the Transferred Assets, other than, filings set forth in the case of clauses (ii) and (iv) abovenext sentence, violate in any material respect any applicable Law or material Contract binding upon any Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such items that violations or breaches would not reasonably be expected to have result in a Business Material Adverse EffectEffect with respect to any Subject Entity or the Subsidiary Interests or the Assigned Interest. No Consent of, of any Governmental Entity or registration, declaration, filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) other Person is required to be obtained or made by or with respect to any Seller or any of the Seller Parties Party in connection with the execution, delivery and performance of this Agreement and the Seller Party Concurrent Agreements to which such Seller Party is a party or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby or thereby, except for the required filing under the HSR Act and by the Ancillary Agreementsexpiration or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to will be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, Agreement will not conflict with, or result in any breach of or constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliatesLiens) upon any of the Transferred Assets properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) in the case organizational documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentssubsidiaries, (ii) any Contract to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets its properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assetsits properties or assets, other than, in the case of clauses (ii) and (iviii) above, any such items that have not had and would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent Consent, permit, authorization or approval of, or registration, declaration, notice or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its subsidiaries in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation of the AcquisitionAcquisition and the other transactions contemplated hereby and by the Ancillary Agreements, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissionsreceipt, and termination or expiration expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and 101951134.15 filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of PurchaserSeller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (E) those the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Subsidiaries of each Ancillary Agreement to which it is, or is specified to will be, a party will not not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, Agreements will not conflict with, or result in any breach of or constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliatesPurchaser) upon any of the Transferred Assets under, any provision of (i) in the case of Seller, its certificate Certificate of incorporation and bylaws Incorporation or By-laws and, in the case of each of the Seller PartiesSubsidiaries, its comparable organizational documents, (ii) any Contract (including any Transferred Contract) to which Seller or any of the Seller Parties Subsidiaries is a party or by which the Business or any of the Transferred Assets or Assumed Liabilities is bound, or (iii) any injunction, judgment, order or decree (“Judgment”) or (iv) any statute, law, statute, ordinance, legally legally-binding rule rule, executive order, code or regulation or common law interpretation thereof (“Applicable Law”) applicable to Seller or any of the Seller Parties Subsidiaries, the Business or any of the Transferred AssetsAssets or Assumed Liabilities (“Applicable Law”), other than, in the case of clauses (ii) and (iviii) above, any such items that have not had and would not reasonably be expected to have a Business Material Adverse EffectEffect or except as set 101951134.15 forth on Section 3.03 of the Seller Disclosure Schedule. No Consent Consent, permit, authorization or approval of, or registration, declaration, notice or filing or submission with, any federalFederal, state, provincial, local or foreign court of competent jurisdictiongovernment, court, tribunal, arbitral body, governmental agency, authority, instrumentality instrumentality, commission or regulatory body (a “Governmental Entity”) ), is required to be obtained or made by or with respect to Seller or any of the Seller Parties Subsidiaries in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation of the AcquisitionAcquisition and the other transactions contemplated hereby and by the Ancillary Agreements, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), (B) the Consents, filings and submissionsreceipt, and termination or expiration expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico any jurisdiction (collectivelytogether with the HSR Act, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (D) those the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The Subject to the receipt of the Consents and the making of the filings and submissions referenced in the next sentence, the execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets under, any provision of (ia) in the case organizational documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentsAffiliates, (iib) any Contract to which Seller Purchaser or any of the Seller Parties its Affiliates is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iiic) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties or any of the Transferred Assets, other than, in the case of clauses (ii) and (iv) above, any such items that would not reasonably be expected to have a Business Material Adverse Effectits Affiliates. No Consent of, or registration, declaration, filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (Ai) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (Bii) the Consents, filings and submissions, submissions and termination or expiration expirations and terminations of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico any jurisdiction, (collectivelyiii) the Consents, the “Foreign Antitrust Laws”) (includingfilings, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”))described in Section 5.04, (Civ) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (Ev) those that may be required solely by reason of PurchaserSeller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, and (vi) those the failure of which to obtain or make would not reasonably be expected to have a material adverse effect on Seller’s ability to consummate the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party do not, the execution and delivery by Seller and each of the Seller Parties of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of, in by Purchaser of the case of Seller, Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, Agreements will not conflict with, or result in any breach of or constitute a default or give rise to any right of termination or acceleration under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) in the case Articles of SellerIncorporation, By-laws or other organizational documents of Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentssubsidiaries, (ii) any material Contract to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgment, order material Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assets, other thantheir respective properties or assets, in the each case of clauses (ii) and (iv) above, other than any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings and notifications under Section 13(a) of the Exchange Actapplicable Environmental Laws, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (EC) those that may be required solely by reason of PurchaserSeller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby by this Agreement and by the Ancillary Agreements, (D) compliance with and filings under the Exchange Act, and (E) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser and Parent of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser and Parent of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, thereby will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser or Parent or any of their subsidiaries under, any provision of (i) in the case organizational documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentssubsidiaries, (ii) any Contract to which Seller Purchaser or Parent or any of the Seller Parties their subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or Parent or any of the Seller Parties their subsidiaries or any of the Transferred Assetstheir respective properties or assets, other than, in the case of clauses (i), (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or Parent or any of the Seller Parties their subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, Acquisition other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s Seller, (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (B) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution execution, delivery and delivery performance by Seller Purchaser of this Agreement do and the Ancillary Agreements does not, the execution and delivery by Seller and each of the Seller Parties of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller PartiesTransaction will not, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach violation of or constitute default under, or give rise to a default right of termination, cancellation or acceleration with notice, lapse of time or both, of any right or obligation under, or result in the creation of any Lien (other than Permitted Liens on any of the assets or Liens caused by properties of Purchaser or its affiliates) upon any of the Transferred Assets undersubsidiaries, under any provision of (i) in the case articles of Seller, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its organization or by-laws or comparable organizational documentsor governing documents of Purchaser or Purchaser's Significant Subsidiaries, (ii) any material Contract to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets properties or assets of Purchaser or any of its subsidiaries is bound, bound (iii) any judgment, order Judgment applicable to Purchaser or decree (“Judgment”) any of its subsidiaries or any of their properties or assets or (iv) subject to the matters referred to in Section 4.04(b), any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assets, their properties or assets other than, in the case of each of clauses (iiiii) and (iv) above), any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) is required to be obtained or made by or with respect to Seller or any As of the Seller Parties in connection with Closing Date, the execution, delivery and performance by Purchaser of this Agreement or and the Ancillary Agreements and the consummation of the AcquisitionTransaction will not conflict with, other than (A) compliance or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration with and filings under notice, lapse of time or both, of any right or obligation under, or result in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act creation of 1976 (any Lien on any of the “HSR Act”)assets or properties of Purchaser or its subsidiaries, (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) provision of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation articles of organization or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason by-laws or comparable organizational or governing documents any of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements's subsidiaries.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller Purchaser of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in of the case of Seller, Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreementsthereby, will not not, conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Purchaser, or any of its subsidiaries under, any provision of (i) in the case organizational documents of Seller, Purchaser or any of its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentssubsidiaries, (ii) any Contract to which Seller Purchaser or any of the Seller Parties its subsidiaries is a party or by which any of the Transferred Assets its properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller Purchaser or any of the Seller Parties its subsidiaries or any of the Transferred Assetsits properties or assets, other than, in the case of clauses (i), (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Seller Purchaser or any of the Seller Parties its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, Acquisition other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissionsreceipt, and termination or expiration expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”))jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws, (D) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of PurchaserSeller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (F) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller of this Agreement do does not, the execution and delivery by Seller and each of the Seller Parties of each Ancillary Agreement and other agreement and instrument to be executed and delivered in connection with this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party will not not, and the consummation of, in the case by Seller of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default or give rise to any right of termination or acceleration under, or result in the creation of any Lien (as defined in Section 3.06(a)) (other than Permitted Liens (as defined in Section 3.06(a)) or Liens caused by arising from acts of Purchaser or its affiliates) upon any of the Transferred Assets underAssets, any provision of (i) in the case Seller’s Articles of Seller, its certificate of incorporation Organization or Amended and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentsRestated Operating Agreement, (ii) except as set forth in Schedule 3.03, any Business Contract (as defined in Section 3.11(b)) or require notice to which Seller any person or permit any of the Seller Parties is a party person to accelerate, terminate, modify or by which cancel any of the Transferred Assets is bound, Business Contract or (iii) any judgment, order material Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“material Applicable Law”) Law applicable to Seller or any of the Seller Parties or any of the Transferred Assets, other than, in the case of clauses (ii) and (iv) above, any such items that would not reasonably be expected to have a Business Material Adverse Effect. No Consent consent, approval or authorization (“Consent”) of, or Permit from, or registration, declaration, declaration or filing or submission with, any federalFederal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) is required to be obtained or made by or with respect to Seller or any of the Seller Parties in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements.,

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Seller of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Seller PartiesAffiliates, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliatesPurchaser) upon any of the Transferred Assets under, any provision of (i) in the case of Seller, its certificate Certificate of incorporation and bylaws Incorporation or By-laws and, in the case of each of the Seller PartiesAffiliates, its comparable organizational documents, (ii) except as set forth in Schedule 3.03, any Contract to which Seller or any of the Seller Parties Affiliates is a party or by which any of the Transferred Assets is bound, or (iii) any judgment, order or decree (“Judgment”) or (iv) any statute, law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) applicable to Seller or any of the Seller Parties Affiliates or any of the Transferred Assets, other than, in the case of clauses (i), (ii) and (iviii) above, any such items that would not reasonably be expected to have a Business Material Adverse Effect. No Consent consent, approval or authorization (“Consent”) of, or registration, declaration, declaration or filing or submission with, any federalFederal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) ), is required to be obtained or made by or with respect to Seller or any of the Seller Parties Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (C) those the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The Except as set forth in Schedule 3.03, the execution and delivery by Seller Parent of this Agreement do not, the execution and delivery by Seller and each of the Seller Parties Parent of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of, in the case performance of Seller, the transactions contemplated to be consummated by it by its obligations under this Agreement and such each Ancillary AgreementsAgreement to which it is, oror is specified to be, in the case of each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, a party will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the Transferred Assets properties or assets of Parent under, any provision of (i) in its Restated Certificate of Incorporation or By-laws, as amended to the case date of Seller, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documentsthis Agreement, (ii) any Contract Contract, to which Seller or any of the Seller Parties Parent is a party or by which any of the Transferred Assets its properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) Law applicable to Seller or any of the Seller Parties or any of the Transferred AssetsParent, other than, in the case of clauses (ii) and (iviii) above, any such items that would not not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effectmaterial adverse effect on the ability of Parent to perform its obligations under this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party (a "PARENT MATERIAL ADVERSE EFFECT"). No Consent of, or registration, declaration, declaration or filing or submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) , is required to be obtained or made by or with respect to Seller or any of the Seller Parties Parent in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is, or the consummation of the Acquisitionis specified to be, a party other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act competition laws or regulations of 1976 (the “HSR Act”), (B) the Consents, filings Federal Republic of Germany and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law laws or regulations, (B) compliance with, and any filings, notifications and completion of Canada or Mexico (collectivelyany public offer requirements under, the “Foreign Antitrust Laws”) (including, if applicable, any filings securities laws of India and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) rules and regulations of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”))SEBI promulgated thereunder, (C) compliance with and filings and notifications under Section 13(a) of the Exchange Actapplicable Environmental Laws, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s 's (as opposed to any other third party’s's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary AgreementsAgreements and (E) those the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.