HON » Topics » 3.4 No Conflict; Government Authorizations and Third Party Approvals

This excerpt taken from the HON 8-K filed Jun 11, 2008.
3.4     No Conflict; Government Authorizations and Third Party Approvals.

                   (a)     Except as provided in Section 5.5(a) with respect to the HSR Act and required foreign antitrust filings and/or notices and subject to Section 7.4, the execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation or breach of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Purchased Assets under, any provision of (i) any Material Contract or any Assumed Real Property Lease or lease listed on Schedule 1.3(c) or (ii) any organizational documents of any Seller or Transferred Entity, or (iii) any material Permit, any material Governmental Order or, subject to the matters described in Section 3.4(b), any Law applicable to the Purchased Assets, except, in the case of clause (iii), to the extent that such conflicts, breaches, defaults or other matters would not (x) materially and adversely affect the ability of Sellers to carry out their obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents or (y) result in material Liability to the Business or any material adverse change in or material adverse effect on the

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ability of Sellers to perform their obligations under this Agreement or to consummate the transactions contemplated hereby.

                   (b)     Except as provided in Section 5.5(a) with respect to the HSR Act and required foreign antitrust filings and/or notices, and subject to Section 7.4, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority or third party under a Material Contract is required to be obtained or made by any of the Sellers in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby, other than those that, if not made or obtained, individually or in the aggregate would not result in material Liability to the Business or any material adverse change in or material adverse effect on the ability of Sellers to perform their obligations under this Agreement or to consummate the transactions contemplated hereby.

          

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