Common use of Non-Contravention; Required Filings and Consents Clause in Contracts

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Certificate of Incorporation or By-Laws of the Company or the equivalent organizational documents of any of its Material Subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunder.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the 4.6.1 The execution, delivery and performance by the Company and Agrigenetics of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Articles or Certificate of Incorporation or By-Laws of the Company or Agrigenetics or the equivalent organizational documents of any of its Material Subsidiariestheir respective subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below Section 4.6.2 have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, Agrigenetics, any of its their respective subsidiaries or any of their respective properties; (iii) contravene or conflict with the NASD Rules; (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company Company, Agrigenetics or any of its their respective subsidiaries is entitled under any provision of any Significant Agreement as defined in Section 4.16 or any material agreement, contract, license or other instrument binding upon the Company, Agrigenetics, any of its their respective subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company Company, Agrigenetics or any of its their respective subsidiaries under any Significant Agreement or any material indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company Company, Agrigenetics or any of its their respective subsidiaries is a party or by which the Company Company, Agrigenetics or any of its their subsidiaries or any of their respective assets or properties is subject or bound, or prevent the Company or any of its subsidiaries from realizing the benefits otherwise obtainable by the Company or any of its subsidiaries under any Permits (as defined below) or property interests of Company or any of its subsidiaries or any contract, agreement, license, arrangement or commitment of the Company or any of its subsidiaries relating to the business of the Company with respect to employment arrangements, purchase, sale, lease or license of assets, guarantees, restriction on conduct of business, leases, licenses, letters of credit, powers of attorney, joint venture agreements or affiliate agreements or require the affirmative consent or approval of any third party under any such material contract, agreement, license, arrangement or commitment; or (ivv) result in the creation or imposition of any Lien on any material asset of the Company Company, Agrigenetics or any of its their respective subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunder.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the MergerCompletion of the Acquisition) do not and will shall not (i) contravene or conflict with the Restated Certificate Memorandum of Incorporation Association or By-Laws Articles of Association of the Company or the equivalent organizational documents of any of its Material Subsidiariessubsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay interfere with the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderAgreement.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.42.6 hereto and as contemplated by Section 2.6(b), the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including including, without limitation, the Riviera Option Agreement and the Riviera Merger) do not and will not (i) contravene or conflict with the Restated Certificate Company Articles of Incorporation or By-Laws of the Company Bylaws or the equivalent organizational documents of any of its Material Subsidiaries; subsidiaries or any resolution adopted by the Board or the Company Stockholders or the board of directors or stockholders of any of the Company's subsidiaries, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; , (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental entity, official or authority right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization that is held by the Company or any of its subsidiaries, or that otherwise relates to the business of, or any of the assets owned by, the Company or any of its subsidiaries, (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; , or (ivv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (i), (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderAgreement.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in on Schedule 4.4, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Certificate Articles of Incorporation or By-Laws Bylaws of the Company or the equivalent organizational documents of any of its Material Subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries Subsidiaries or any of their respective propertiesassets; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective propertiesof, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under Subsidiaries under, any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiariesSubsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not not, individually or in the aggregate aggregate, have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderAgreement.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the ------------------------------------------------ The execution, delivery and performance by the Company Parent and Subsidiary of this Agreement and the consummation of the transactions contemplated hereby (including the MergerCompletion of the Acquisition) do not and will shall not (i) contravene or conflict with the Restated Certificate of Incorporation or By-Laws of the Company Parent or the equivalent organizational documents Articles of any Association or Memorandum of its Material SubsidiariesAssociation of Subsidiary; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries Parent or Subsidiary or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company Parent or any of its subsidiaries Subsidiary is entitled under any provision of any agreement, contract, license or other instrument binding upon the CompanyParent, any of its subsidiaries Subsidiary or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company Parent or any of its subsidiaries Subsidiary under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company Parent or any of its subsidiaries Subsidiary is a party or by which the Company Parent or any of its subsidiaries Subsidiary or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company Parent or any of its subsidiariesSubsidiary, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not which, individually or in the aggregate have a Material Adverse Effect or aggregate, would not reasonably be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on impair the ability of Parent and Subsidiary to consummate the Company to perform its other obligations hereunderOffer and the Completion of the Acquisition.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the 4.4.1 The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the MergerMerger and the Transaction Documents) do not and will not (i) contravene or conflict with with, result in the Restated Certificate breach of Incorporation any of the terms or By-Laws conditions of, or constitute a default under, the organizational documents of the Company or the equivalent organizational documents of any of its Material Insurance Subsidiaries; (ii) except as set forth in Schedule 4.4.1, assuming that all consents, authorizations and approvals contemplated by subsection (b) below Section 4.4.2 have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, statute, regulation, rule, ordinance, judgment, injunction, writ, award, order or decree binding upon or applicable to the Company, any of its subsidiaries Insurance Subsidiaries or any of their respective properties; (iii) except as set forth in Schedule 4.4.1, conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of modification, termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries Insurance Subsidiaries is entitled entitled, under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries Insurance Subsidiaries or any of their respective properties, or allow the acceleration of the performance or maturity of, any obligation of the Company or any of its subsidiaries Insurance Subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries Insurance Subsidiaries is a party or by which the Company or Company, any of its subsidiaries Insurance Subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset or property of the Company or any of its subsidiariesInsurance Subsidiaries; provided, except in the case of however, that with respect to clauses (ii), (iii) and (iv) for above, no such conflict, breach, default, termination, modification, amendment, cancellation, acceleration, Lien, encumbrance or violation shall in any such contraventionsway constitute a breach of this Section 4.4.1 unless it, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate aggregate, would have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderCompany.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.42.6 hereto and as contemplated by Section 2.6(b), the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including including, without limitation, the Riviera Option Agreement and the Riviera Merger) do not and will not (i) contravene or conflict with the Restated Certificate Company Articles of Incorporation or By-Laws of the Company Bylaws or the equivalent organizational documents of any of its Material Subsidiaries; subsidiaries or any resolution adopted by the Board or the Company Stockholders or the board of directors or stockholders of any of the Company s subsidiaries, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; , (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental entity, official or authority right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization that is held by the Company or any of its subsidiaries, or that otherwise relates to the business of, or any of the assets owned by, the Company or any of its subsidiaries, (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; , or (ivv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (i), (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderAgreement.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the The execution, delivery and performance by the Company Parent and Subsidiary of this Agreement and the consummation of the transactions contemplated hereby (including the MergerCompletion of the Acquisition) do not and will shall not (i) contravene or conflict with the Restated Certificate of Incorporation or By-Laws of the Company Parent or the equivalent organizational documents Articles of any Association or Memorandum of its Material SubsidiariesAssociation of Subsidiary; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries Parent or Subsidiary or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company Parent or any of its subsidiaries Subsidiary is entitled under any provision of any agreement, contract, license or other instrument binding upon the CompanyParent, any of its subsidiaries Subsidiary or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company Parent or any of its subsidiaries Subsidiary under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company Parent or any of its subsidiaries Subsidiary is a party or by which the Company Parent or any of its subsidiaries Subsidiary or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company Parent or any of its subsidiariesSubsidiary, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not which, individually or in the aggregate have a Material Adverse Effect or aggregate, would not reasonably be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on impair the ability of Parent and Subsidiary to consummate the Company to perform its other obligations hereunderOffer and the Completion of the Acquisition.