No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will: (a) violate or conflict with any of Seller’s Governing Documents; (b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; (c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or (d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contract.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Algonquin Power & Utilities Corp.), Asset Purchase Agreement (Atmos Energy Corp), Asset Purchase Agreement (Atmos Energy Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery by the Company of each Transaction Agreement to which it is a party does not, neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Merger and the other Transactions and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of the Company or USPGI under, any provision of (i) under the Company Articles, the Company Operating Agreement or pursuant to the comparable organizational documents of USPGI, (ii) any Business Agreementcontract, Permitlease, Environmental Permitlicense, or any other loan agreementindenture, note, bond, mortgageagreement, indenturepermit, concession, franchise or other instrument (a “Contract”) to which the Company or USPGI is a party and in which the aggregate amount to be received or paid by the Company exceeds $100,000 or (iii) subject to the filings and other matters referred to in Section 3.05(b), any judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Law”) applicable to the Company or USPGI or their respective properties or assets, other than in the case of clause (iii) any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect.
(b) No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other material instrument governmental authority or agreement instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with respect to the Company or USPGI in connection with the execution, delivery and performance of any Transaction Agreement to which Seller or any of its Affiliates it is a party or by which Seller or any of its Affiliates or any the consummation of the Purchased Assets may be boundTransactions, except for any such violationsother than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, conflictsas amended (the “HSR Act”), breachesif applicable to the Transaction Agreement or the Transactions, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) the filing of the Articles of Merger with the Secretary of State of the State of Florida and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iii) compliance with and such filings as may be required under applicable environmental Laws, (iv) such filings as may be required in connection with the taxes described in Section 6.07, (v) such other items as may be required solely by reason of the participation of Parent or pursuant Sub (as opposed to any Material Contractthird party) in the Transaction and (vi) such other items, individually or in the aggregate, as are not material to the consummation of the Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millstream Acquisition Corp), Agreement and Plan of Merger (GRH Holdings, L.L.C.), Agreement and Plan of Merger (RGGPLS Holding, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory DeterminationApprovals, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or;
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contract.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Algonquin Power & Utilities Corp.), Asset Purchase Agreement (Atmos Energy Corp), Asset Purchase Agreement
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither The execution and delivery by the execution, delivery and performance by Seller Purchaser of this Agreement or any do not, the execution and delivery by the Purchaser of each Ancillary AgreementAgreement to which it is a party do not and will not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or Transactions and compliance by the Purchaser with the terms hereof and thereof do not and will not conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of the Purchaser under, any provision of (ia) under the Purchaser’s organizational documents, (b) any legally binding contract, lease, license, indenture or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement legally binding arrangement to which Seller or any of its Affiliates the Purchaser is a party or by which Seller or any of its Affiliates properties or assets is bound or (c) any stay, judgment, order or decree or statute, law, ordinance, rule or regulation, domestic or foreign, applicable to the Purchaser or its properties or assets, other than, in the case of clauses (b) and (c) above, any such items that, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. No material consent, approval, waiver, license, permit, order or authorization of, or registration, declaration, notification or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign is required to be obtained or made by the Purchaser in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Purchased Assets Transactions, other than (i) those that may be bound, except for required solely by reason of the Seller’s (as opposed to any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, third party’s) participation in the Transaction or (ii) under those which if not obtained or pursuant made would not reasonably be expected to any have a Purchaser Material ContractAdverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) The execution and delivery by the execution, delivery and performance by Seller Purchaser of this Agreement or any Ancillary Agreementand each Transaction Agreement to which it is a party, nor do not, and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Acquisition and the other Transactions to which it is a party and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any and performance of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, accelerationcancelation or acceleration of any obligation or to loss of a material benefit under, paymentor to increased, cancellation additional, accelerated or terminationguaranteed rights or entitlements of any person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of the Purchaser or any of its Affiliates subsidiaries under, any provision of (i) the charter or organizational documents of the Purchaser or any of the Purchaser’s subsidiaries, (ii) any material Contract to which the Purchaser or any of its subsidiaries is a party or by which Seller any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to the Purchaser or any of its Affiliates subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have, a material adverse effect on the Purchaser (with respect to the Purchaser, a “Purchaser Material Adverse Effect”) (excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the Purchased Assets may definition “material adverse effect”).
(b) No Consent of, or registration, declaration or filing with any Governmental Entity is required to be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults obtained or other occurrences that would not have a Material Adverse Effect made by or that arise as a result of any facts or circumstances relating with respect to Buyer the Purchaser or any of its Affiliatessubsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party or the consummation of the Transactions to which the Purchaser is a party, other than (i) compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) the filing with the U.S. SEC of (A) the U.S. Information Statement and (B) such reports under or pursuant the Exchange Act as may be required in connection with the Merger Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (iii) the filing with the Bureau of the Information Statement as may be required under the SEL in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material ContractAdverse Effect (excluding for purposes of this Section 4.04(b) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Metaldyne Corp), Preferred Stock Purchase Agreement (Metaldyne Corp), Preferred Stock Purchase Agreement (Metaldyne Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution, neither delivery and performance by each Liberty Party of this Agreement does not, and the consummation of the Transactions will not (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party under, any provision of (i) the Organizational Documents of any Liberty Party, (ii) any Contract, permit or franchise to which any Liberty Party is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements.
(b) No material Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to any Liberty Party in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby Transactions (provided, that no representation or therebywarranty is made by a Liberty Party with respect to Consents from, will:
or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction), other than (ai) violate or conflict compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Seller’s Governing Documents;
Economy of France in connection with the liquidation of a foreign investment and (bvii) violate any Law or Order applicable to Seller or any such other items (A) required solely by reason of the Purchased Assetsparticipation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, except for any such violations of Law individually or Order that in the aggregate, have not had and would not have a Liberty Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 3 contracts
Samples: Merger Agreement (Vivendi Universal), Merger Agreement (Usa Networks Inc), Merger Agreement (Usa Networks Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery of this Agreement by Seller do not, neither and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.
(b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, will:
thereby other than (ai) violate or conflict with any those that may be required solely by reason of SellerPurchaser’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the Purchased Assets-transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, except for any such violations approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of Law which, or Order that the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 3 contracts
Samples: Asset Purchase Agreement (ContraVir Pharmaceuticals, Inc.), Asset Purchase Agreement (Synergy Pharmaceuticals, Inc.), Asset Purchase Agreement (Synergy Pharmaceuticals, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the The execution, delivery and performance by Seller each of Manager, CCIA or Colony OP of this Agreement or any Ancillary Agreementand the other Transaction Documents to which it is a party, nor and the consummation of the transactions contemplated hereby or and thereby, will:
do not and will not: (a) violate result in a violation or conflict with breach of any provision of Seller’s the Governing Documents;
Instruments of Manager, CCIA or Colony OP (as applicable); (b) violate to Manager’s Knowledge, result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Manager, CCIA or any Colony OP (as applicable); or (c) except as set forth in Section 2.03 of the Purchased AssetsDisclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement, contract, commitment, lease, guaranty, indenture, license or other arrangement or understanding binding upon Manager, CCIA or Colony OP or their respective Affiliates or its or their respective properties or assets; except for any such violations in the cases of Law clauses (b) and (c), where the violation, breach, conflict, default, acceleration or Order that failure to give notice would not have a Material Adverse Effect and is not reasonably likely to be, individually or that arise in the aggregate, material to Manager, CCIA or Colony OP or their respective subsidiaries taken as a result of any facts whole. No consent, approval, Permit, Governmental Order, declaration or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates filing with, or notice to, any Governmental Authority is required by Seller or with respect to Manager, CCIA, Colony OP or their respective subsidiaries in connection with the execution and delivery of this Agreement or any of its Affiliates tothe other Transaction Documents to which Manager, CCIA or authorization, consent, or approval with respect to Seller or any Colony OP is a party and the consummation of its Affiliates of, any Governmental Entitythe transactions contemplated hereby and thereby (as applicable), except for any such consents, approvals, Permits, Governmental Orders, declarations, filingsfilings or notices which, registrationsindividually or in the aggregate, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 3 contracts
Samples: Termination Agreement (Colony Capital, Inc.), Termination Agreement (Colony Capital, Inc.), Termination Agreement (Colony Credit Real Estate, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery by each of Parent and performance by Seller Sub of this Agreement or any Ancillary Agreement, nor do not, and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict withterms hereof will not, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of Parent or any of its Affiliates Subsidiaries under, any provision of (i) the charter, by-laws or other organizational documents of Parent or any of its Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries is a party or by which Seller any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any of its Affiliates Subsidiaries or any their respective properties or assets, other than, in the case of the Purchased Assets may be boundclauses (ii) and (iii) above, except for any such violationsitems that, conflictsindividually and in the aggregate, breaches, consents, approvals, defaults or other occurrences that have not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect.
(b) No Consent of, or that arise as a result of registration, declaration or filing with, any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer Parent or any of its AffiliatesSubsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) if required, compliance with and filing of a pre-merger notification report under the HSR Act, (ii) the filing with the SEC of such reports under or pursuant Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the Articles of Merger with the Secretary of State of The Commonwealth of Massachusetts and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and Sub are qualified to do business, (iv) compliance with and filings under the Laws of any foreign jurisdictions, if and to the extent required, and (v) such other items that, individually and in the aggregate, have not had and would not reasonably be expected to have a Parent Material ContractAdverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (Aquent Inc)
No Conflicts; Consents. Except as set forth (a) The execution and delivery of this Agreement by Purchaser does not, and the execution and delivery by Purchaser of each other Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any provision of (i) its certificate of incorporation or by-laws (or the comparable governing instruments), (ii) any Contract to which Purchaser is a party or by which any of its properties or assets are bound, or (iii) any judgment, order, or decree, or, subject to the matters referred to in Section 7.02(b) below, any Law applicable to Purchaser or its properties or assets, other than, in the case of clause (i) and (ii) above, any such items that would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on Schedule 5.3the ability of Purchaser to consummate the Acquisition.
(b) No consent, neither approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental or Regulatory Authority is required to be obtained or made by or with respect to Purchaser in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, will:
other than such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make which, individually or in the aggregate, (ai) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not be reasonably likely to have a Material Adverse Effect material adverse effect on the ability of Purchaser to consummate the Acquisition or that arise as a result perform its obligations under this Agreement or the Ancillary Agreements, and (ii) would not give rise to any liability of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any consummation of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractAcquisition.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Galena Biopharma, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery and performance by Seller Purchaser of each of this Agreement or any Ancillary Agreementand the Subordinated Promissory Note do not, nor and the performance of and consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Transactions and compliance by Purchaser with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of Purchaser or any of its Affiliates Subsidiaries under, (i) the organizational documents of Purchaser or any of its Subsidiaries or (ii)(A) any Contract to which Purchaser or any of its Subsidiaries is a party or by which Seller any of their respective properties or assets is bound (other than with respect to any Contract that is concurrently with the Closing amended to address any such conflict, violation or default) or (B) any Judgment or applicable Law applicable to Purchaser or any of its Affiliates Subsidiaries or their respective properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.
(b) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser, Parent or any of their respective Subsidiaries in connection with the Purchased Assets execution, delivery and performance of this Agreement or the Subordinated Promissory Note or the consummation of the Transactions, other than (i) those that may be boundrequired solely by reason of Seller’s, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer the Company’s or any of its their respective Affiliates, or ’ (as opposed to any other third Person’s) participation in the Transactions and (ii) under those the failure of which to obtain or pursuant make, individually or in the aggregate, would not reasonably be expected to any have a Purchaser Material ContractAdverse Effect.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Pilgrims Pride Corp)
No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement and the Ancillary Documents to which it is party does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, (i) conflict with, or result in any violation of any provision of the Company Charter Documents or certificate or articles of incorporation, bylaws or other organizational or charter documents of each of the Subsidiaries, the Company VIE and the VIE Subsidiaries, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, the Company VIE or the VIE Subsidiary or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding (a “Contract”) to which the Company or any Subsidiary, the Company VIE or the VIE Subsidiary is a party or by which any property or asset of the Company or any Subsidiary, the Company VIE or the VIE Subsidiary is bound or affected, or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Except as set forth on Schedule 5.3for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, neither no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractTransactions.
Appears in 2 contracts
Samples: Share Exchange Agreement (KBS Fashion Group LTD), Share Exchange Agreement (KBS Fashion Group LTD)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither The execution and delivery by the execution, delivery and performance by Seller Acquirer of this Agreement or any Ancillary Agreementdo not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict by this Agreement and compliance with any the provisions of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatethis Agreement will not, conflict with, or result in a any violation or breach of, require any consent or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to the loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of the Acquirer or any of its Affiliates Subsidiaries under any provision of (A) the certificate of formation or limited liability company agreement of the Acquirer or (B) (1) any Contract to which the Acquirer or any of its Subsidiaries is a party or by which Seller any of their respective properties or assets are bound, or (2) any Law or any Judgment, in each case, applicable to the Acquirer or any of its Affiliates Subsidiaries or any of their respective properties or assets, other than, in the Purchased Assets may be boundcase of such clause (B) above, except for any such conflicts, violations, conflicts, breaches, consentsdefaults, approvalsrights, defaults losses or other occurrences that Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a an Acquirer Material Adverse Effect Effect. Other than in connection or that arise as a result in compliance with the provisions of any facts the Securities Act and the securities or circumstances relating to Buyer blue sky laws of the various states or any of its Affiliatesthe HSR Act, no notice to, registration, declaration or filing with, review by, or (ii) under authorization, consent, order, waiver, authorization or pursuant to approval of, any Material ContractGovernmental Authority is necessary for the consummation by the Acquirer of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Investment Agreement (Santander Holdings USA, Inc.), Investment Agreement (Santander Holdings USA, Inc.)
No Conflicts; Consents. Except as set forth (a) The execution and delivery by each Marathon Party of each Transaction Agreement to which it is a party do not, the execution and delivery of each Ancillary Agreement to which it is specified to be a party will not, and the consummation of the Transactions to be consummated by it under the Transaction Agreements and the Ancillary Agreements and compliance with the terms of the Transaction Agreements and the Ancillary Agreements will not, conflict with, or result in any breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Marathon or any Marathon Subsidiary under, any provision of (i) the Marathon Charter, the Marathon By-laws or the comparable charter or organizational documents of any Marathon Subsidiary, (ii) any Contract to which Marathon or any Marathon Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 7.05(b), any Judgment or Law applicable to Marathon or any Marathon Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Schedule 5.3the ability of any Marathon Party to perform its obligations under the Transaction Agreements and the Ancillary Agreements or on the ability of any Marathon Party to consummate the Transactions (a "Marathon Material Adverse Effect").
(b) No Consent of, neither or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Marathon or any Marathon Subsidiary in connection with the execution, delivery and performance by Seller of this any Transaction Agreement or any Ancillary Agreement, nor Agreement or the consummation of the transactions contemplated hereby or therebyTransactions, will:
other than (ai) violate or conflict compliance with any and filings under the HSR Act, (ii) the filing with the SEC of Seller’s Governing Documents;
(bA) violate any Law or Order applicable to Seller or any the Forms S-4 and (B) such reports under Sections 13 and 16 of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise Exchange Act as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than may be required in connection with the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g)Transaction Agreements, the LNG Facility Regulatory DeterminationAncillary Agreements or the Transactions, require any declaration(iii) the filing of the Acquisition Certificate of Merger with the Secretary of State of the State of Delaware, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval (iv) such filings as may be required in connection with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any Taxes and (v) such declarations, filingsother Consents, registrations, noticesdeclarations, authorizations, consents, filings and permits
(A) required solely by reason of the participation of any Ashland Party (as opposed to any third party) in the Transactions or approvals (iB) the failure of which to obtain or make that, individually or in the aggregate, have not had and would not reasonably be expected to have a Marathon Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; orEffect.
(dc) violateThe Rights Agreement between Marathon and National City Bank, conflict withas Rights Agent, result in a breach ofdated as of September 28, require any consent or approval of1998, or as amended on July 2, 2001 and January 29, 2003 (with or without notice or lapse of time or both) constitute a defaultthe "Marathon Rights Agreement"), give rise to any right of modificationexpired on January 31, acceleration2003, paymentand Marathon has not, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any as of the Purchased Assets (i) under or pursuant to any Business date of this Agreement, Permit, Environmental Permit, entered into or adopted any other loan rights agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contract.
Appears in 2 contracts
Samples: Master Agreement (Ashland Inc), Master Agreement (Ashland Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the The execution, delivery and performance by Seller each Buyer Party of this Agreement or any Ancillary Agreementand the Transaction Documents to which they are parties, nor and the consummation of the transactions contemplated hereby or and thereby, will:
do not and will not: (aw) violate or conflict with or result in a violation or breach of, or default under, any provision of Seller’s Governing Documents;
the certificate of incorporation, by-laws or other organizational documents of any such Buyer Party, (bx) violate conflict with in any material respect or result in a material violation or breach of any provision of any Applicable Law or Order applicable to Seller or any of the Purchased AssetsBuyer Party, (y) except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determinationset forth on Schedule 3.2, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, material consent, notice or approval with respect to Seller or other action by any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals Person under (i) the failure of any Contract to which to obtain or make would not have any Buyer Party is a Material Adverse Effect party, or (ii) that arise as a result of any facts or circumstances relating to material Permit held by any Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval ofParty, or (with or without notice or lapse of time or bothz) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon Lien on any Buyer Party or their respective assets, except, in the case of clauses (x), (y) and (z), for any such conflict, breach, default, acceleration, termination, modification, cancellation or Lien that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on any such Buyer Party’s ability to consummate the Merger and/or the other transactions contemplated hereby, as applicable.
(a) With respect to Guarantor and Operator, except (1) as set forth on Schedule 3.2(a), and (2) with respect to the filing of the Purchased Assets (i) under or pursuant to any Business AgreementCertificate of Merger with the Secretary of State of the State of Delaware, no consent, approval, Permit, Environmental Order, declaration or filing with, or notice to any Governmental Authority is required by or with respect to Guarantor or Operator in connection with the execution, delivery and performance of this Agreement and the Transaction Documents by either Guarantor or Operator and the consummation of the transactions contemplated hereby and thereby by Guarantor or Operator.
(b) With respect to Parent and Merger Sub, except (1) as set forth Schedule 3.2(b) and (2) with respect to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, to the Knowledge of Parent no consent, approval, Permit, Order, declaration or any other loan agreement, note, bond, mortgage, indenturefiling with, or other material instrument notice to any Governmental Authority is required by or agreement with respect to which Seller Parent or any Merger Sub in connection with the execution, delivery and performance of its Affiliates is a party this Agreement and the Transaction Documents by Parent or by which Seller or any of its Affiliates or any Merger Sub and the consummation of the Purchased transactions contemplated hereby and thereby by Parent or Merger Sub, it being agreed that (A) it is not contemplated hereby or thereby that Parent or Merger Sub shall be required to seek any consent, approval, Permit, Order, declaration or filing with, or notice to any Governmental Authority to own the Business or Operating Assets may be boundand (B) it is only contemplated hereby and thereby that if the Gaming Board imposes any requirement described in clause (ii)(y) of Schedule 5.1(b)(i) and, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of such requirement, Parent or Merger Sub fail to obtain any facts or circumstances relating to Buyer or any of its AffiliatesClosing Gaming Approvals, such failure shall not result in, or (ii) under be deemed a breach of, this Section 3.2 or pursuant give rise to a breach of any Material Contractcovenant of Parent contained in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Vici Properties Inc.), Merger Agreement (Penn National Gaming Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery of this Agreement, neither and each of the execution, delivery and performance Other Transaction Documents to which Seller or the Company is a party or will be a party by Seller or the Company does not and will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Seller and the Company with the terms and conditions hereof and thereof will not (i) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, require any notice with respect to, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, any provision of (A) the Governing Documents of Seller or the Company, or (B) any Contract to which Seller or the Company is a party or by which any of them or their respective properties or assets may be subject, (ii) violate any Injunction or, subject to the matters referred to in paragraph (b) below, applicable Law, (iii) result in the creation of any mortgages, liens, licenses, security interests, charges, options, hypothecations, pledges, covenants, conditions, restrictions, encroachments, adverse claims, imperfections of title or encumbrances of any kind, whether voluntarily incurred or arising by operation of law, including any agreements to give or not to give or right to obtain any of the foregoing in the future, and any conditional installment, or contingent sale or other title retention agreements or leases in the nature thereof (“Liens”) (other than Permitted Liens or Liens arising from acts of Purchaser or its Affiliates) upon any properties or assets of the Company or the Business or (iv) constitute a sale of all or substantially all of the assets of Seller requiring the vote and approval of Seller’s stockholders (or equivalent) or debtholders, other than, solely in the case of clauses (i)(B) and (iii) above, any such items that, individually or in the aggregate would not be reasonably likely to have a Company Material Adverse Effect.
(b) No consent, waiver, approval, license, permit, order or authorization (each, a “Consent”) of, or filing, application, notification, registration or other declaration (each, a “Filing”) made to or with, any Governmental Entity is required to be obtained or made by or with respect to Seller or the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreementthe Other Transaction Documents to which Seller or the Company is a party or will be a party, nor the consummation of the transactions contemplated hereby or therebythereby or the compliance by Seller or the Company with the terms and conditions hereof and thereof, will:
other than (ai) violate or conflict compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller Consents and Filings under the HSR Act or any other Antitrust Law, (ii) those that may be required solely by reason of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer Purchaser’s or any of its Affiliates;
’ (cas opposed to any other third party’s) other than participation in the Seller Required Regulatory Approvals andtransactions contemplated hereby or by the Other Transaction Documents, (iii) those that would not reasonably be expected to (A) materially impair or delay the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by ability of Seller or any of its Affiliates with, the Company to perform their respective obligations under this Agreement or notice by Seller the Other Transaction Documents contemplated hereby and thereby on a timely basis or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a violation or breach of, require any consent or approval of, or constitute (with or without notice or the lapse of time or both) constitute a defaultdefault under, or give rise to any right of modification, acceleration, payment, cancellation or termination, cancellation, amendment or acceleration of any obligation of Seller or the Company (with respect to the Business), under any terms, conditions or provisions of any Material Contract or Permit or (B) result in material Liability to the creation Company or imposition otherwise materially interfere with the conduct of the Business, and (iv) compliance with any Filings required by the rules and regulations of any Encumbrance upon any of the Purchased Assets (i) under applicable securities exchange or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractlisting authority.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Yelp Inc), Unit Purchase Agreement (GrubHub Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3The execution and delivery by each of Parent and Sub of each Transaction Agreement to which it is a party do not, neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Transactions and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, paymentamendment, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or impose any penalty or fine under, or result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any of the Purchased Assets properties or assets of Parent or Sub under, any provision of (ia) under the charter or pursuant to organizational documents of Parent or Sub, (b) any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller Parent or any of its Affiliates Sub is a party or by which Seller or any of its Affiliates their respective properties or assets is bound or (c) subject to the filings and other matters referred to in the following sentence, any Order or Applicable Law applicable to Parent or Sub or their respective properties or assets, other than, in the case of clauses (b) and (c) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution, delivery and performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Purchased Assets may be boundTransactions, except for other than (i) compliance with and filings under the HSR Act and any such violationsapplicable Foreign Competition Laws, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) the filing with the SEC of (A) the Information Statement and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such filings as may be required in connection with the Taxes described in Section 7.08 and (v) Consents, registrations, declarations or pursuant filings required to any Material Contractbe made solely by reason of the Company’s participation in the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Illinois Tool Works Inc), Merger Agreement (CFC International Inc)
No Conflicts; Consents. (a) Except as set forth on Schedule 5.3in the ----------------------- Company Disclosure Letter, neither the execution and delivery by the Company of this Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien (as defined in Section 3.09(d)), upon any of the properties or assets of the Company (collectively, "Violations") under, any provision of (i) the Company Charter or the Company By- laws, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract") to which the -------- Company is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any judgment, order or decree ("Judgment") or statute, law (including common law), -------- ordinance, rule or regulation ("Law") applicable to the Company or its --- properties or assets, except in the case of clauses (ii) and (iii) for such Violations that have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, or permit from, any --------- Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is ------------------- required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if required, (ii) the filing with the SEC of (A) the Schedule 14D-9, ------- (B) a proxy or therebyinformation statement relating to the adoption of this Agreement by the Company's stockholders (the "Proxy Statement"), will:
if such adoption is --------------- required by Law, (aC) violate or conflict any information statement (the "Information Statement") --------------------- required under Rule 14f-1 in connection with any of Seller’s Governing Documents;
the Offer and (bD) violate any Law or Order applicable to Seller or any such reports under Section 13 of the Purchased AssetsSecurities Exchange Act of 1934, except for any as amended (the "Exchange Act"), as may be required in connection with this Agreement, the ------------- Offer, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such violations of Law or Order that would not have a Material Adverse Effect or that arise filings as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
may be required under applicable environmental Laws, (cv) other than such filings as may be required in connection with the Seller Required Regulatory Approvals and, to the extent provided Taxes (as defined in Section 7.1(g)3.09) described in Section 6.09, (vi) filings under any applicable state takeover Law, (vii) such other items as are set forth in the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any Company Disclosure Letter and (viii) such declarations, filingsother Consents, registrations, noticesdeclarations, authorizations, consents, or approvals (i) filings and permits that the Company does not have knowledge of and the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 2 contracts
Samples: Merger Agreement (Diatide Inc), Merger Agreement (Schering Berlin Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3The execution and delivery by ----------------------- each of Parent and Sub of each Transaction Agreement to which it is a party, neither the executiondo not, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g)Offer, the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval Merger and the other Transactions and compliance with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of Parent or any of its Affiliates subsidiaries under, any provision of (i) the charter or organizational documents of Parent or any of its subsidiaries, (ii) any Contract to which Parent or any of its subsidiaries is a party or by or to which Seller any of their respective properties or assets is bound or subject or (iii) subject to the filings and other matters referred to in the following sentence, any Judgment or Applicable Law applicable to Parent or any of its Affiliates subsidiaries or any their respective properties or assets, other than, in the case of the Purchased Assets may be boundclauses (ii) and (iii) above, except for any such violationsitems that, conflictsindividually or in the aggregate, breacheshave not had and could not reasonably be expected to prevent or materially delay the ability of Parent to consummate the Offer, consents, approvals, defaults or the Merger and the other occurrences that would not have Transactions (a "Parent Material Adverse Effect Effect"). No Consent of, or that arise as a result of registration, ------------------------------ declaration or filing with, any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer Parent or any of its Affiliatessubsidiaries in connection with the execution, delivery and performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under (A) the HSR Act and (B) the EC Regulations and the rules and regulations of any Governmental Entity to which a reference is made pursuant to the EC Regulations, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports and statements under or pursuant to Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement and the Company Stockholder Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with the taxes described in Section 6.09, (vi) filings under any Material Contract.applicable state takeover law and
Appears in 2 contracts
Samples: Merger Agreement (Union Texas Petroleum Holdings Inc), Agreement and Plan of Merger (Atlantic Richfield Co /De)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) The execution and delivery by the execution, delivery and performance by Seller Company of this Agreement or any Ancillary Agreementdoes not, nor and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatethis Agreement will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to a requirement to obtain any consent, approval, clearance, waiver, Permit or order (“Consent”) or a right of modificationpayment, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation, any obligation to make or to enable any third party to make, an offer to purchase or redeem any Indebtedness or Capital Stock or any loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of the Company or any Company Subsidiary, or give any Person the ability to materially delay or impede the ability of the Company to consummate the Merger or the other transactions contemplated hereby, under, any provision of (i) under the Company Certificate of Incorporation, the Company bylaws or pursuant to the comparable charter or organizational documents of any Business AgreementCompany Subsidiary (assuming that the Company Stockholder Approval is obtained); (ii) any contract, Permitlease, Environmental Permitlicense, or any other loan agreementindenture, note, bond, mortgageagreement, indentureconcession, franchise or other material instrument instrument, whether oral or agreement in writing, (a “Contract”) to which Seller the Company or any of its Affiliates Company Subsidiary is a party or by which Seller any of their respective properties or assets is bound and which would be considered a Company Material Contract or that would otherwise reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 3.5(b), any judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to the Company or any of its Affiliates Company Subsidiary or any of their respective properties or assets (assuming that the Purchased Assets may be bound, Company Stockholder Approval is obtained); except for any such violationsContracts, conflicts, breaches, consents, approvals, defaults Judgments or other occurrences Laws that would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Consent of or from, or registration, declaration, notice or filing made to or with any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental or regulatory authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity”) is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement; and (B) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (ii) compliance with and filings under the HSR Act, the DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company and Parent are qualified to do business; (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Per Share Merger Consideration; (v) such filings with Nasdaq and the NYSE as are required in connection with the Merger and the other transactions contemplated hereby; and (vi) such other Consents the absence of which would not, individually or in the aggregate, have had and would not reasonably be expected to have a Company Material Adverse Effect or that arise as a result prevent or materially delay the consummation of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractthe Merger.
Appears in 2 contracts
Samples: Merger Agreement (Nano Dimension Ltd.), Merger Agreement (Desktop Metal, Inc.)
No Conflicts; Consents. Except as set forth (a) The execution and delivery of this Agreement by the Company does not, and the execution and delivery by the Company of each Other Transaction Document to which it is, or is specified to be, a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties, or assets of the Company under, any provision of: (i) its certificate of incorporation or bylaws, (ii) any Contract to which the Company is a party or by which any of its properties or assets are bound or (iii) any judgment, order, or decree, or, subject to the matters referred to in paragraph (b) below, Applicable Law, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on Schedule 5.3the ability of the Company to consummate the Transaction.
(b) To the knowledge of the Company, neither no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals than: (i) those that may be required solely by reason of Parent’s (as opposed to any other third party’s) participation in the failure of which to obtain transactions contemplated hereby or make would not have a Material Adverse Effect or by the Other Transaction Documents; and (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or other occurrences that the failure to make which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect or that arise as a result material adverse effect on the ability of any facts or circumstances relating the Company to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractconsummate the Transaction.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (ContraVir Pharmaceuticals, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) None of the execution, execution and delivery and performance by Seller of this Agreement by Parent or any Ancillary AgreementPurchaser, nor the consummation by Parent or Purchaser of the transactions contemplated hereby will (i) result in a violation or therebybreach of or conflict with the certificate or articles of incorporation or bylaws of Parent, will:
Purchaser or Parent Subsidiaries, (aii) violate result in a violation or breach of or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval provisions of, or constitute a default (or an event which, with or without notice or lapse of time or both) , would constitute a default) under, or result in the termination, cancellation of, or give rise to any a right of modificationpurchase under, accelerationor accelerate the performance required by, paymentor result in a right of termination, cancellation or terminationacceleration of any obligations or to the loss of a benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreementassets owned or operated by Parent, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller Purchaser or any of its Affiliates the Parent Subsidiaries, or right of rescission under any of the terms, conditions or provisions of any Contract to which Parent, Purchaser or any of the Parent Subsidiaries is a party or by which Seller or any of its Affiliates Parent or any of the Purchased Assets Parent Subsidiaries or any of their respective properties or assets may be bound, except for any such violations, conflicts, breaches, bound or (iii) subject to obtaining or making the consents, approvals, defaults orders, authorizations, registrations, declarations and filings referred to in Section 3.2(b), violate any Judgment or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating Law applicable to Buyer Parent, Purchaser or any of its Affiliates, the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which, which, individually or in the aggregate, has not had and would not reasonably be expected to, either individually or in the aggregate, prevent, impair, impede, delay or frustrate the ability of Parent and Purchaser to perform their obligations hereunder.
(b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Purchaser in connection with Parent’s or Purchaser’s execution, delivery and performance of this Agreement or the consummation by Parent or Purchaser of the transactions contemplated hereby, except for the filing of such reports as may be required under the Exchange Act or pursuant the HSR Act in connection with this Agreement and the transactions contemplated hereby, and except where the failure to any Material Contractobtain or take such action, individually or in the aggregate, would not reasonably be expected to prevent impair, impede, delay or frustrate the ability of Parent and Purchaser to perform their obligations hereunder.
Appears in 2 contracts
Samples: Tender and Support Agreement (Jamba, Inc.), Tender and Support Agreement
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller Allied of this Agreement or any Ancillary Agreementdoes not, nor and the consummation of the transactions contemplated hereby or therebyhereby, will:
(a) violate or conflict including the Merger, and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, assets of Allied or any Allied Subsidiary under, any provision of (a) the Allied Charter, the Allied By-laws or the comparable charter or organizational documents of any Allied Subsidiary, (b) any Material Allied Contract or (c) subject to the filings and other loan agreementmatters referred to in the following sentence, note, bond, mortgage, indenture, any provision of any Order or other material instrument or agreement Law applicable to which Seller Allied or any Allied Subsidiary or their respective properties or assets, other than, in the cases of its Affiliates is a party clauses (b) or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound(c) above, except for any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults have not had or other occurrences that would not reasonably be expected to have a Material Adverse Effect on Allied. No Consent of, from or that arise as a result of with any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer Allied or any Allied Subsidiary in connection with the execution, delivery and performance of its Affiliatesthis Agreement or the consummation of the transactions contemplated hereby, including the Merger, other than (i) compliance with the HSR Act, any other actions or Proceedings brought by any Governmental Entity or private party under the Antitrust Laws or any consent decree with a Governmental Entity binding on Allied or any Allied Subsidiary under the Antitrust Laws, (ii) the filing with the SEC of such reports under Section 13 or pursuant Section 14 of the Exchange Act as may be required in connection with this Agreement and the Merger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Allied is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.08, (v) any required filings with or Consents from (1) applicable Governmental Entities with respect to any Environmental Laws, (2) public service commissions, (3) public utility commissions or (4) any state, county or municipal Governmental Entity, (vi) such other Consents as are set forth in Section 4.05 of the Allied Disclosure Schedule and (vii) such Consents which, if not made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material ContractAdverse Effect on Allied.
Appears in 2 contracts
Samples: Merger Agreement (Allied Waste Industries Inc), Merger Agreement (Republic Services Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) None of the execution, execution and ----------------------- delivery and performance by Seller the Company of this Agreement or any Ancillary Agreement, nor and the consummation of the Offer, the Merger and the other transactions contemplated hereby or therebyby this Agreement and compliance with the terms hereof will, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) conflict with the failure Company Charter, the Company By-laws or the comparable charter or organizational documents of which to obtain or make would not have a Material Adverse Effect any Significant Subsidiary or (ii) that arise as a result of any facts conflict with or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, assets of the Company or any other loan agreementCompany Subsidiary under, any provision of (A) any contract, lease, license, indenture, note, bond, mortgageagreement, indenturepermit, concession, franchise or other material instrument or agreement (a "Contract") to which Seller the -------- Company or any of its Affiliates Company Subsidiary is a party or by which Seller any of their respective properties or assets is bound or (B) subject to the filings and other matters referred to in Section 3.05(b), any judgment, order or decree ("Judgment") or -------- statute, law (including common law), ordinance, rule or regulation ("Applicable ---------- Law") applicable to the Company or any Company Subsidiary or their respective --- properties or assets, other than, in the case of its Affiliates or any clauses (A) and (B) of the Purchased Assets may be boundthis sentence, except for any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that have not had and would not reasonably be expected to have a Company Material Adverse Effect or that arise a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.
(b) No consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, or permit from, any --------- Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is ------------------- required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement, other than (i) compliance with and filings under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the ------- filing with the SEC of (A) the Schedule 14D-9, (B) a result of any facts proxy or circumstances information statement relating to Buyer the adoption of this Agreement by the Company's stockholders if required under the DGCL (the "Proxy Statement"), (C) any --------------- information statement (the "Information Statement") required under Rule 14f-1 in --------------------- connection with the Offer and (D) such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be ------------ required in connection with this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) Consents the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, (v) such filings as may be required in connection with the Transfer Taxes (as defined in Section 6.09) described in Section 6.09 and (vi) any items required solely by reason of the participation of Parent (as opposed to any third party) in the transactions contemplated by this Agreement.
(c) Assuming the accuracy of Parent's representation in Section 4.07, the Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement and (ii) ensure that (A) neither Parent nor any of its Affiliatesaffiliates or associates is or will become an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement), (iiB) under a "Distribution Date" (as defined in the Company Rights Agreement) shall not occur by reason of this Agreement, the Offer, the Merger or pursuant any other transaction contemplated by this Agreement and (C) the Company Rights shall expire immediately prior to any Material Contractthe Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tj International Inc), Agreement and Plan of Merger (Weyerhaeuser Co)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementby Buyer does not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Transactions and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased properties or Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, of Buyer or any other loan agreementsubsidiary of Buyer under, any provision of (a) the Articles of Incorporation or Bylaws of Buyer or the comparable governing instruments of any subsidiary of Buyer, (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or other material instrument or agreement arrangement to which Seller Buyer or any subsidiary of its Affiliates Buyer is a party or by which Seller any of their respective properties or Assets are bound, or (c) any Order or material statute, law, ordinance, rule or regulation applicable to Buyer or any subsidiary of its Affiliates Buyer or any their respective properties or Assets, other than, in the case of the Purchased Assets may be boundclauses (b) and (c) above, except for any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect material adverse effect on the ability of Buyer to consummate the Transactions. No material consent, approval, license, permit, order or that arise as a result of authorization of, or registration, declaration or filing with, any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer or any of its Affiliatessubsidiaries or their respective Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, if applicable, and (ii) under or pursuant those that may be required solely by reason of Seller’s (as opposed to any Material Contractother third party’s) participation in the Transactions.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Microsemi Corp), Stock Purchase Agreement (Mercury Systems Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) The execution and delivery by the execution, delivery and performance by Seller Company of this Agreement or any Ancillary Agreementdoes not, nor and the consummation of the Merger and the other transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatewill not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, accelerationcancelation or acceleration of any obligation or to loss of a material benefit under, paymentor to increased, cancellation additional, accelerated or terminationguaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, assets of the Company or any other loan agreementof its Subsidiaries under, any provision of (i)(A) the Company Charter Documents or (B) the comparable charter or organizational documents of any Subsidiary of the Company, (ii) any contract, lease, license, indenture, note, bond, mortgageagreement, indenturepermit, concession, franchise or other material instrument or agreement (a “Contract”) to which Seller the Company or any of its Affiliates Subsidiaries is a party or by which Seller any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.5(b) and obtaining the Section 350 Vote, any material Law applicable to the Company or any of its Affiliates Subsidiaries or any their respective properties or assets other than, in the case of the Purchased Assets may be boundclauses (i)(B), except for (ii) or (iii) above, any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.
(b) Other than with respect to procedures under the Israeli Companies Law, the execution and delivery of this Agreement by the Company does not and the consummation of the transactions contemplated hereby do not, and the performance of this Agreement and the transactions contemplated hereby by the Company shall not, require any consent, approval, authorization or that arise permit of, or filing with or notification to, any Governmental Entity or any third party, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities Laws (“Blue Sky Laws”), Israeli Securities Law, the HSR Act, the requirements of any Governmental Entity under applicable competition, antitrust or non-United States investment Laws, the approval of the Investment Center, the approval of the OCS, the required approvals of this Agreement by the Company’s shareholders pursuant to Israeli Law, the rules and regulations of Nasdaq and the TASE, and such other filings, notices, permits, authorizations, consents or approvals as may be required by reason of the status of Parent, Merger Sub or their Affiliates, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
(c) The revenues of the Company and its Subsidiaries in Israel in each of the 2009 and 2010 fiscal years are set forth in Section 3.5(c) of the Company Disclosure Schedule. To the Knowledge of the Company, the share of the Company and its Subsidiaries in the production, sales, marketing or acquisitions in Israel of any particular asset do not represent a market share of more than fifty percent (50%) in any market. To the Knowledge of the Company, the consolidated market share of Parent as a result of the consummation of the Merger will not exceed fifty (50%) in the production, sales, marketing or acquisitions in Israel of any facts or circumstances relating to Buyer or particular asset in any of its Affiliates, or (ii) under or pursuant to any Material Contractmarket.
Appears in 2 contracts
Samples: Merger Agreement (S1 Corp /De/), Merger Agreement (Fundtech LTD)
No Conflicts; Consents. Except as set forth on Schedule 5.3The execution and delivery by the Purchaser hereof do not, neither the execution and delivery by the Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Transactions and compliance by the Purchaser with the terms hereof and thereof will not contravene, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of the Purchaser or any of its Subsidiaries under, any provision of (i) the certificate of incorporation or by-laws (or comparable documents) of the Purchaser or any of its Subsidiaries, (ii) any Contract to which the Purchaser or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to the Purchaser or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. No Consent of or Filing with any Governmental Entity is required to be obtained or made by or with respect to the Purchaser or any of its Subsidiaries in connection with the execution, delivery and performance by Seller of this Agreement hereof or any Ancillary Agreement, nor Agreement or the consummation of the transactions contemplated hereby Transactions or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any the ownership by the Purchaser of the Purchased AssetsCompany following the Closings, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than (A) compliance with and Filings under Section 13(a) of the Seller Required Regulatory Approvals andExchange Act, (B) those that may be required solely by reason of the participation of Company (as opposed to any other third party) in the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any Transactions) and (C) such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) other Consents and Filings the failure of which to obtain or make has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (LDK Solar Co., Ltd.), Stock Purchase Agreement (Solar Power, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither Neither the execution, delivery and performance by Seller Buyer of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of SellerBuyer’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased AssetsBuyer, except for any such violations of Law or Order that would not have a Material Adverse Effect material adverse effect on the ability of Buyer to perform its obligations under this Agreement or that consummate the transactions contemplated hereby on a timely basis or arise as a result of any facts or circumstances relating to Buyer Seller or any of its Affiliates;
(c) other than the Seller Buyer Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory DeterminationApprovals, require any declaration, filing, or registration by Seller Buyer or any of its Affiliates with, or notice by Seller Buyer or any of its Affiliates to, or authorization, consent, or approval with respect to Seller Buyer or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or (ii) that arise as a result of any facts or circumstances relating to Buyer Seller or any of its Affiliates; or;
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) termination under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller Buyer or any of its Affiliates is a party or by which Seller Buyer or any of its Affiliates or any of the Purchased Assets their assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect material adverse effect on the ability of Buyer to perform its obligations under this Agreement or that consummate the transactions contemplated hereby on a timely basis or arise as a result of any facts or circumstances relating to Buyer Seller or any of its Affiliates, or (ii) under or pursuant to any Material Contract.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Algonquin Power & Utilities Corp.), Asset Purchase Agreement (Atmos Energy Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery by Republic and performance by Seller Merger Sub of this Agreement or any Ancillary Agreementdoes not, nor and the consummation of the transactions contemplated hereby or therebyhereby, will:
(a) violate or conflict including the Merger, and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, assets of Republic or any Republic Subsidiary under, any provision of (a) the Republic Charter, the Republic By-laws or the comparable charter or organizational documents of any Republic Subsidiary, (b) any Material Republic Contract or (c) subject to the filings and other loan agreementmatters referred to in the following sentence, note, bond, mortgage, indenture, any provision of any Order or other material instrument or agreement Law applicable to which Seller Republic or any Republic Subsidiary or their respective properties or 25 assets, other than, in the cases of its Affiliates is a party clauses (b) or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound(c) above, except for any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults have not had or other occurrences that would not reasonably be expected to have a Material Adverse Effect on Republic. No Consent of, from or that arise as a result of with any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer Republic or any Republic Subsidiary in connection with the execution, delivery and performance of its Affiliatesthis Agreement or the consummation of the transactions contemplated hereby, including the Merger, other than (i) compliance with the HSR Act, any other actions or Proceedings brought by any Governmental Entity or private party under the Antitrust Laws or any consent decree with a Governmental Entity binding on Republic or any Republic Subsidiary under the Antirust Laws (ii) the filing with the SEC of such reports under Section 13 or pursuant Section 14 of the Exchange Act as may be required in connection with this Agreement and the Merger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Republic is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.08, (v) any required filings with or Consents from (1) applicable Governmental Entities with respect to Environmental Laws, (2) public service commissions, (3) public utility commissions or (4) any state, county or municipal Governmental Entity, (vi) such other Consents as are set forth in Section 5.05 of the Republic Disclosure Schedule and (vii) such Consents which, if not made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material ContractAdverse Effect on Republic.
Appears in 2 contracts
Samples: Merger Agreement (Allied Waste Industries Inc), Merger Agreement (Republic Services Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither The execution and delivery by PolyOne and the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreementdo not, nor and the consummation of the Acquisition and the other transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than and compliance by PolyOne and the Seller Required Regulatory Approvals and, to with the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof will not, conflict with, or result in any breach or violation of or constitute a breach of, require any consent or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of PolyOne, the Seller or the Partnership under, any provision of (ia) under the organizational and governance documents of PolyOne, the Seller or pursuant to the Partnership, (b) any Business Agreementcontract, Permitlease, Environmental Permit, or any other loan agreement, note, bond, mortgagelicense, indenture, agreement, commitment or other material instrument or agreement legally binding arrangement (a “Contract”) to which PolyOne or the Seller or any of its Affiliates is a party or by which any of such Person’s properties or assets is bound, (c) the Note Purchase Agreement and any Note Transaction Document or (d) any judgment, order, writ, ruling, injunction, binding agreement with a Governmental Entity, stipulation or decree (a “Judgment”) or statute, law (including common law), ordinance, rule or regulation (a “Law”) applicable to PolyOne or the Seller or any of its Affiliates such Person’s properties or assets, other than, in the case of clauses (b) through (d) above, any such items that, individually or in the aggregate, would not and would not reasonably be expected to materially impede or delay the consummation of the Acquisition and the other transactions contemplated by this Agreement or the parties’ ability to perform their obligations hereunder. No consent, approval, license, permit, order or authorization (a “Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”), is required to be obtained or made by or with respect to PolyOne or the Seller in connection with the execution, delivery and performance by PolyOne and the Seller of this Agreement or the consummation of the Purchased Assets may be boundAcquisition or the other transactions contemplated hereby, except for any such violationsother than (i) compliance with and filings under the Securities Exchange Act of 1934, conflictsas amended (the “Exchange Act”), breachesand the rules and regulations promulgated thereunder, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under compliance with and filings or pursuant notices required by the rules and regulations of the New York Stock Exchange and (iii) those the failure of which to any Material Contractbe obtained or made, individually or in the aggregate, would not and would not reasonably be expected to materially impede or delay the consummation of the Acquisition and the other transactions contemplated by this Agreement or the parties’ ability to perform their obligations hereunder.
Appears in 2 contracts
Samples: Purchase Agreement (Olin Corp), Purchase Agreement (Polyone Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) Assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.04(b), neither Section 5.04(b), Section 6.03(b) and Section 7.04(b) have been obtained or made, or have expired, the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreementby each of Purchaser, nor New Pubco, Purchaser Merger Sub and Blocker Merger Sub and the consummation by it of the transactions contemplated hereby or thereby, will:
Transactions will not (a) violate or conflict with any of Seller’s Governing Documents;
(bi) violate any applicable Law or Governmental Order applicable to Seller or any of the Purchased Assetswhich it is subject, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result with or without notice, lapse of any facts time or circumstances relating to Buyer or any of its Affiliates; or
(d) violateboth, conflict with, result in a violation or breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a defaultdefault under, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation acceleration, termination or imposition cancellation of or create in any Encumbrance upon party the right to accelerate, terminate or cancel any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller it or any of its Affiliates Subsidiaries is a party or by which Seller or any of its Affiliates properties, rights or assets is bound, (iii) result in the creation of any Encumbrance (other than any Permitted Encumbrance) on any of its properties, rights or assets or (iv) violate its certificate of incorporation or bylaws or comparable governing documents, each as amended to the Purchased Assets may be bounddate of this Agreement, except for other than, in the case of clauses (i), (ii) and (iii) above, any such violations, conflicts, breaches, consentsdefaults, approvalsaccelerations, defaults terminations, cancellations, rights or other occurrences Encumbrances that would not have reasonably be expected to materially impair or delay its ability to perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a Material Adverse Effect party or that arise as a result to consummate the Transactions.
(b) No Governmental Filings are required to be obtained or made by Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub in connection with the execution, delivery and performance of any facts this Agreement by it or circumstances relating to Buyer or any the consummation by it of its Affiliatesthe Transactions except (i) the filing of the Purchaser Merger Certificate of Merger with the Secretary of State of the State of Delaware, or (ii) the filing of the Blocker Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with and filings under the HSR Act, (iv) Governmental Filings set forth on Section 7.04(b) of the Purchaser Disclosure Schedule and (v) such other Governmental Filings, the failure of which to be obtained or pursuant made would not reasonably be expected to any Material Contractmaterially impair or delay its ability to perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party or to consummate the Transactions.
Appears in 2 contracts
Samples: Transaction Agreement (Replay Acquisition LLC), Transaction Agreement (Replay Acquisition Corp.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery and performance by Seller Purchaser of this Agreement or any Ancillary Agreement, nor does not and the consummation of the Acquisition and the other transactions contemplated hereby or therebyand compliance by Purchaser with the terms hereof and thereof will not, will:
(ai) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or result in any violation of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates provision of, any Governmental Entitythe article of incorporation or bylaws (or other comparable organizational instruments) of Purchaser, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to assets of Purchaser under, any Business Agreement, Permit, Environmental Permit, or provision of any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller or any of its Affiliates Purchaser is a party or by which Seller or any of its Affiliates assets is bound or (iii) subject to the filings and other matters referred to in Section 4.03(b), conflict with, or result in any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result violation of any facts provision of, any Judgment or circumstances relating Applicable Law, in each case, applicable to Buyer Purchaser or any its properties or assets, other than, in the case of its Affiliates, or clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.
(b) No material Consent of or from, or registration, declaration, notice or filing made to or with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any affiliate of Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition or the other transactions contemplated hereby, other than (i) the Regulatory Approvals and (ii) compliance with and filings under the Securities Act, the Exchange Act, applicable state securities or pursuant to blue sky laws and the rules and regulations of any Material Contractsecurities exchange.
Appears in 2 contracts
Samples: Share Purchase Agreement (DHT Holdings, Inc.), Share Purchase Agreement (DHT Holdings, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery and performance by Seller Buyer of this Agreement does not, the execution and delivery by Buyer of each other Transaction Document to which Buyer is, or any Ancillary Agreementis specified to be, nor a party will not, and the performance by Buyer of this Agreement and each other Transaction Document to which Buyer is, or is specified to be, a party and the consummation by Buyer of the transactions contemplated hereby or therebyTransactions will not, will:
(ai) violate or conflict with any of Seller’s Governing Documents;
(b) or violate any Law or Order applicable to Seller or any provision of the Purchased Assetsorganizational or similar documents of Buyer, except for (ii) assuming that all Consents contemplated by Section 3.04(b) below have been obtained, and all Filings described therein have been made, conflict with or violate any such violations of Order or Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating applicable to Buyer or by which any property or asset of its Affiliates;
Buyer is bound, (ciii) other than the Seller Required Regulatory Approvals and, to the extent provided in assuming that all Consents contemplated by Section 7.1(g), the LNG Facility Regulatory Determination3.04(b) below have been obtained and all Filings described therein have been made, require any declaration, filing, or registration consent by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict withPerson under, result in a breach of, require any consent of or approval of, constitute a default (or an event that with notice or lapse of time or both would become a default) under or give to others (immediately or with or without notice or lapse of time or both) constitute a default, give rise to any right of termination, amendment, modification, accelerationacceleration or cancellation of, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller or any of its Affiliates Buyer is a party or by which Seller Buyer, or any property or asset of its Affiliates Buyer is bound or (iv) result (immediately or with notice or lapse of time or both) in the creation of any Lien on any property or asset of Buyer except in the case of clauses (ii), (iii) and (iv) above for any of the Purchased Assets may foregoing that would not, individually or in the aggregate, reasonably be boundexpected to have a Buyer Material Adverse Effect.
(b) The execution and delivery by Buyer of this Agreement does not, the execution and delivery of each other Transaction Document to which Buyer is, or is specified to be, a party will not, and the performance by Buyer of this Agreement and each other Transaction Document to which Buyer is, or is specified to be, a party and the consummation by Buyer of the Transactions will not, require any Consent of, or Filing with, any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of the HSR Act and any such violationsapplicable Foreign Antitrust Laws, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under Consents of or pursuant Filings with any Gaming Regulatory Authority, (iii) the Filings required by Section 5.02, (iv) compliance with any applicable requirements of Securities Laws and the rules and regulations of the Stock Exchange and (v) such other Consents or Filings (A) required solely by reason of the participation of Parent, the other Sellers or the Business Companies (as opposed to any third party) in the Transactions or (B) the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Buyer Material ContractAdverse Effect.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Endeavor Group Holdings, Inc.), Equity Purchase Agreement (Scientific Games Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery and performance by Seller such Purchaser of this Agreement or any Ancillary Agreementand each Transaction Agreement to which it is a party, nor do not, and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Acquisition and the other Transactions to which it is a party and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any and performance of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, accelerationcancelation or acceleration of any obligation or to loss of a material benefit under, paymentor to increased, cancellation additional, accelerated or terminationguaranteed rights or entitlements of any person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of such Purchaser or any of its Affiliates subsidiaries under, any provision of (i) the charter or organizational documents of such Purchaser (to the extent that it is not an individual) or such Purchaser’s subsidiaries, (ii) any material Contract to which such Purchaser or any of its subsidiaries is a party or by which Seller any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to such Purchaser or any of its Affiliates subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have, a material adverse effect on such Purchaser (with respect to any Purchaser, a “Purchaser Material Adverse Effect”) (excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the Purchased Assets may definition “material adverse effect”).
(b) No Consent of, or registration, declaration or filing with any Governmental Entity is required to be bound, except for any obtained or made by or with respect to such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer Purchaser or any of its Affiliatessubsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party or the consummation of the Transactions to which such Purchaser is a party, other than (i) compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) the filing with the U.S. SEC of (A) the U.S. Information Statement and (B) such reports under or pursuant the Exchange Act as may be required in connection with the Merger Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (iii) the filing with the Bureau of the Information Statement as may be required under the SEL in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material ContractAdverse Effect (excluding for purposes of this Section 4.04(b) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Masco Corp /De/), Stock Purchase Agreement (Metaldyne Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the The execution, delivery and performance by Seller Cakewalk of this Agreement and each other Transaction Document to which it is or any Ancillary Agreement, nor will be a party or the consummation of the transactions contemplated hereby or thereby, will:
Contemplated Transactions does not and will not (a) violate or conflict with any of Seller’s Governing Documents;
(bi) violate any Law or Order applicable to Seller or any provision of the Purchased Assets, Articles of Organization or the Amended and Restated Operating Agreement (or comparable instruments) of Cakewalk; (ii) except for any such violations filings that may be required by applicable securities laws, require Cakewalk or any other Affiliate of Law Cakewalk to obtain any material consent, approval or Order that would not have action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other person, except as set forth on SCHEDULE 2.2 ("CAKEWALK REQUIRED CONSENTS"); (iii) if Cakewalk Required Consents are obtained prior to Closing, violate, conflict with or result in a Material Adverse Effect breach or that arise as default under (after the giving of notice or the passage of time or both), or permit the termination of, any Contract of a result of any facts type required to be listed on SCHEDULE 2.8 to which Cakewalk is a party or circumstances relating to Buyer by which it or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, assets may be bound or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or terminationsubject, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under or pursuant to the terms of any Business Agreementsuch Contract; (iv) if Cakewalk Required Consents are obtained prior to Closing, violate any Law or Order of any Governmental Body against, or binding upon, Cakewalk or upon the Assets or the Business; or (v) if Cakewalk Required Consents are obtained prior to Closing, violate or result in the revocation or suspension of any Permit, Environmental Permitexcept where (A) the failure to obtain any Cakewalk Required Consent, or (B) any other loan agreementviolation, note, bond, mortgage, indenture, breach or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences default that would not reasonably be expected to have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 2 contracts
Samples: Contribution Agreement (Atlantis Equities Inc), Contribution Agreement (Dylan LLC)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementby the Company does not, nor and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby or thereby, will:
will not: (ai) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or result in any violation of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates provision of, the Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Governmental EntityCompany Subsidiary (assuming that the Company Stockholder Approval is obtained), except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute under, give rise to a defaultright of termination, cancellation or acceleration of any obligation under, give rise to any right obligation to make an offer to purchase or redeem any Indebtedness or capital stock under, result in any loss of modification, acceleration, payment, cancellation or terminationa material benefit under, or result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any of the Purchased Assets properties or assets of the Company or any Company Subsidiary under, any provision of any Company Material Contract or any material Company Permit or (iiii) under or pursuant to any Business Agreement, Permit, Environmental Permitconflict with, or result in any violation of any provision of, subject to the filings and other loan agreementmatters referred to in Section 3.5(b), noteany Judgment or Law, bondin each case, mortgage, indenture, or other material instrument or agreement applicable to which Seller the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of its Affiliates is a party clauses (ii) and (iii), any matters that, individually or by which Seller or any of its Affiliates or any of in the Purchased Assets may be boundaggregate, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that have not had and would not reasonably be expected to have a Company Material Adverse Effect and would not prevent or that arise as a result materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby.
(b) No Consent of or from, or registration, declaration, notice or filing made to or with any facts Governmental Entity is required to be obtained or circumstances relating made by, or with respect to Buyer the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its Affiliatesobligations hereunder or the consummation of the transactions contemplated hereby, or other than: (i)(A) the filing with the SEC of the Joint Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) compliance with and filings under any applicable Antitrust Laws, (iii) receipt of the Company Stockholder Approval, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Company are qualified to do business, (v) such Consents, registrations, declarations, notices or pursuant filings as are required to any be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Parent Common Stock to be issued as the Merger Consideration, (vi) such filings with and approvals of Nasdaq as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued as the Merger Consideration and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material ContractAdverse Effect and would not prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ACELYRIN, Inc.), Merger Agreement (Alumis Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3The execution and delivery by each of Parent and Sub of each Transaction Agreement to which it is a party, neither the executiondo not, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g)Offer, the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval Merger and the other Transactions and compliance with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any of the Purchased Assets properties or assets of the Parent or Sub, any provision of (i) under the charter or pursuant to organizational documents of Parent or Sub, (ii) any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller Parent or any of its Affiliates Sub is a party or by which Seller or any of its Affiliates their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in the following sentence, any Order or Applicable Law applicable to Parent or Sub or their respective properties or assets, other than, in the case of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution, delivery and performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (A) compliance with and filings under the HSR Act, (B) the filing with the SEC of (x) the Offer Documents and (y) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such filings as may be required in connection with the taxes described in Section 7.08, (E) Consents, registrations, declarations or pursuant filings required to any Material Contractbe made solely by reason of the Company's participation in the Transactions and (F) such other items as are set forth in Section 5.06 of the Parent Disclosure Letter.
Appears in 2 contracts
Samples: Merger Agreement (Foilmark Inc), Merger Agreement (Illinois Tool Works Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery by Purchaser or an Affiliate of Purchaser of each Transaction Agreement to which it is or will be a party, neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby thereby and the compliance by Purchaser or thereby, will:
(a) violate or an Affiliate of Purchaser with the terms thereof will not conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any of the Purchased Assets properties or assets of Purchaser or any of such Affiliates under, (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller the organizational documents of Purchaser or any of its such Affiliates or (ii) assuming that the Consents referred to in Section 4.03(b) are obtained prior to the Closing Date and the registrations, declarations and filings referred to in Section 4.03(b) are made prior to the Closing Date, (A) any material Contract to which Purchaser or any of such Affiliates is a party or by which Seller any of their respective properties or assets is bound or (B) any Judgment or applicable Law applicable to Purchaser or any of such Affiliates or their respective properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate, have not and would not reasonably be expected to have a Purchaser Material Adverse Effect.
(b) No Consent of or registration, declaration or filing with or notice to, any Governmental Entity or third party is required to be obtained or made by or with respect to Purchaser or any of its Affiliates in connection with the execution, delivery and performance of this Agreement or any of the Purchased Assets may be boundother Transaction Agreements or the consummation of the Transactions, except for any such violationsother than (i) the Required Regulatory Approvals, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant those that may be required solely by reason of the participation of Seller and its Affiliates (as opposed to any other third Person) in the Transactions and (iii) those the failure of which to obtain or make, individually or in the aggregate, have not and would not reasonably be expected to have a Purchaser Material ContractAdverse Effect.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Valvoline Inc), Equity Purchase Agreement (Valvoline Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3The execution and delivery by any Transferred Entity of each Ancillary Agreement to which it is, neither the executionor is specified to be, delivery a party will not, and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict thereby and compliance by the Transferred Entities with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms thereof will not, conflict with, or result in a any violation or breach of, require any consent or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationof, accelerationor result in, paymenttermination, cancellation or terminationacceleration of any obligation to or loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under assets or pursuant to any properties of the Business Agreement, Permit, Environmental Permit, or any other loan agreementTransferred Entity under, noteany provision of (a) the certificate of incorporation or formation, bond, mortgage, indenture, by-laws or other material instrument or agreement organizational documents of any Transferred Entity, (b) except as set forth in Section 3.04 of the Seller Letter, any Contract to which Seller or any of its Affiliates Transferred Entity is a party or by which Seller any of the Business’s assets or properties is bound that is material to the Business or (c) subject to the governmental filings and other matters referred to in the immediately following sentence, any Judgment or Law applicable to the Business or any Transferred Entity or any of its Affiliates their assets or properties. Except as set forth in Section 3.04 of the Seller Letter, no Consent of, or registration, declaration or filing with, any Governmental Entity or any other person is required to be obtained or made by or with respect to the Business or any Transferred Entity in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Purchased Assets Acquisition or the other transactions contemplated hereby and thereby, other than (A) compliance with and filings under the HSR Act and compliance with and filings and approvals under Foreign Merger Control Laws, (B) those that may be bound, except for required solely by reason of the Purchaser’s (as opposed to any such violations, conflicts, breaches, consents, approvals, defaults third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements and (C) the filing of the relevant instruments in the requisite jurisdictions in order to create or perfect Liens granted to secure the Indebtedness and other occurrences that would not have a Material Adverse Effect or that arise obligations incurred as a result of any facts or circumstances relating to Buyer or any the consummation of its Affiliates, or (ii) under or pursuant to any Material Contractthe Debt Financing.
Appears in 2 contracts
Samples: Purchase Agreement (Spectrum Brands, Inc.), Purchase Agreement (Salton Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the (a) The execution, delivery and performance by Seller each of this Purchaser and each Purchasing Affiliate of each Transaction Agreement to which it is or any Ancillary Agreementwill be a party, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or Transactions and the compliance by each of Purchaser and each Purchasing Affiliate with the terms thereof will not conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in any violation of or constitute a breach of, require any consent or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien (other than any Permitted Liens) upon any of the Purchased Assets properties or assets of Purchaser or any Purchasing Affiliate (including any assets held under a lease or license) under, (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any the organizational documents of its Affiliates is a party or by which Seller or any of its Affiliates Purchaser or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, Purchasing Affiliates or (ii) under (1) any Contract by which Purchaser or pursuant any of the Purchasing Affiliates or by which any of their respective properties or assets is bound or (2) any Judgment or applicable Law applicable to Purchaser or any of the Purchasing Affiliates or their respective properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.
(b) Assuming the truth and accuracy of the representations and warranties of Sellers set forth in Article 3, no Consent of or registration, declaration, notice or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of the Purchasing Affiliates in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements or the consummation of the Transactions, other than (i) the Required Regulatory Approvals, (ii) those that may be required solely by reason of the participation of the Acquired Subsidiaries or any of their respective Affiliates (as opposed to any other third Person) in the Transactions and (iii) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material ContractAdverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Lumen Technologies, Inc.), Purchase Agreement
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (i) The execution and delivery by the execution, delivery and performance by Seller Stockholder of this Agreement or any Ancillary Agreementand the performance by it of its obligations hereunder do not, nor and the consummation by it of the transactions contemplated hereby or therebyand compliance with the terms hereof will not, will:
(aA) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or result in any violation of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates provision of, any Governmental Entitythe organizational documents of such Stockholder, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (iB) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, accelerationcancelation or acceleration of any obligation or to loss of a material benefit under, paymentor to increased, cancellation additional, accelerated or terminationguaranteed rights or entitlements of any person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to assets of such Stockholder under, any Business Agreement, Permit, Environmental Permit, or provision of any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller or any of its Affiliates such Stockholder is a party or by which Seller or any of its Affiliates properties or assets is bound (other than any Contract to which the Company or any Subsidiary of the Purchased Assets may be Company is a party or by which any of their respective properties or assets is bound) or (C) conflict with, except for or result in any violation of any provision of, subject to the filings and other matters referred to in Section 1(b)(ii), any judgments, decrees and orders of Governmental Authorities or Law, in each case applicable to such Stockholder or its properties or assets, other than, in the case of clauses (B) and (C) above, any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect reasonably be expected to prevent or that arise as a result materially impair the ability of any facts the Stockholder to perform its obligations hereunder or circumstances relating to Buyer or any of its Affiliates, or consummate the transactions contemplated hereby.
(ii) No Consent of or from, or registration, declaration, notice or filing with or made to, any Governmental Authority, or the expiry of any related waiting period, is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance by the Stockholder of this Agreement or the consummation by it of the transactions contemplated hereby, other than (A) the filing with the SEC of such reports under Section 13 and Section 16 of the Exchange Act as may be required in connection with this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, (B) any filings or pursuant Consents contemplated by the Merger Agreement and (C) such other items that the failure of which to any Material Contractobtain or make, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of the Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Voting Agreement (American Equity Investment Life Holding Co), Voting Agreement (Brookfield Reinsurance Ltd.)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution, neither delivery and performance of this Agreement by Purchaser does not, and the execution, delivery and performance by Seller Purchaser of this Agreement each Other Transaction Document to which it is, or any Ancillary Agreementis specified to be, nor a party will not, and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Transactions and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a any violation or breach of, require any consent or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationconsent, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of Purchaser under, any provision of (i) under its certificate of incorporation or pursuant to by-laws, (ii) any Business Agreementmaterial note, Permit, Environmental Permit, loan or any other loan credit agreement, notebond, bonddebenture, mortgage, indenture, lease or other material instrument contract, agreement, instrument, obligation, license, commitment, understanding, arrangement or agreement to which Seller restriction of any kind or any of its Affiliates is a party or character by which Seller or any of its Affiliates or any of the Purchased Assets Purchaser may be boundbound or affected or subject to or otherwise under which Purchaser has any rights or benefits, except for any such violations, conflicts, breaches, or (iii) assuming that all consents, approvals, defaults exemptions, licenses, permits, orders, authorizations, registrations, declarations and filings with Governmental Entities referred to in Section 6.02(b) have been obtained or other occurrences that would not have a Material Adverse Effect or that arise as a result of made, any facts or circumstances relating to Buyer or any of its Affiliatesjudgment, order, or decree, or, subject to the matters referred to in paragraph (b) below, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the ability of Purchaser to consummate the Acquisition.
(b) No consent, approval, exemption, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the Transactions, other than (i) compliance with and filings under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (ii) compliance with and filings or pursuant notices required by the rules and regulations of The Nasdaq Stock Market, and (iii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to any Material Contractmake which, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the ability of Purchaser to consummate the Acquisition. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Seattle Genetics Inc /Wa)
No Conflicts; Consents. Except as set forth (a) The execution and delivery by each Marathon Party of each Transaction Agreement to which it is a party do not, the execution and delivery of each Ancillary Agreement to which it is specified to be a party will not, and the consummation of the Transactions to be consummated by it under the Transaction Agreements and the Ancillary Agreements and compliance with the terms of the Transaction Agreements and the Ancillary Agreements will not, conflict with, or result in any breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Marathon or any Marathon Subsidiary under, any provision of (i) the Marathon Charter, the Marathon By-laws or the comparable charter or organizational documents of any Marathon Subsidiary, (ii) any Contract to which Marathon or any Marathon Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 7.05(b), any Judgment or Law applicable to Marathon or any Marathon Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Schedule 5.3the ability of any Marathon Party to perform its obligations under the Transaction Agreements and the Ancillary Agreements or on the ability of any Marathon Party to consummate the Transactions (a “Marathon Material Adverse Effect”).
(b) No Consent of, neither or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Marathon or any Marathon Subsidiary in connection with the execution, delivery and performance by Seller of this any Transaction Agreement or any Ancillary Agreement, nor Agreement or the consummation of the transactions contemplated hereby or therebyTransactions, will:
other than (ai) violate or conflict compliance with any and filings under the HSR Act, (ii) the filing with the SEC of Seller’s Governing Documents;
(bA) violate any Law or Order applicable to Seller or any the Forms S-4 and (B) such reports under Sections 13 and 16 of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise Exchange Act as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than may be required in connection with the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g)Transaction Agreements, the LNG Facility Regulatory DeterminationAncillary Agreements or the Transactions, require any declaration(iii) the filing of the Acquisition Certificate of Merger with the Secretary of State of the State of Delaware, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval (iv) such filings as may be required in connection with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any Taxes and (v) such declarations, filingsother Consents, registrations, noticesdeclarations, authorizations, consents, filings and permits (A) required solely by reason of the participation of any Ashland Party (as opposed to any third party) in the Transactions or approvals (iB) the failure of which to obtain or make that, individually or in the aggregate, have not had and would not reasonably be expected to have a Marathon Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; orEffect.
(dc) violateThe Rights Agreement between Marathon and National City Bank, conflict withas Rights Agent, result in a breach ofdated as of September 28, require any consent or approval of1998, or as amended on July 2, 2001 and January 29, 2003 (with or without notice or lapse of time or both) constitute a defaultthe “Marathon Rights Agreement”), give rise to any right of modificationexpired on January 31, acceleration2003, paymentand Marathon has not, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any as of the Purchased Assets (i) under or pursuant to any Business date of this Agreement, Permit, Environmental Permit, entered into or adopted any other loan rights agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contract.
Appears in 2 contracts
Samples: Master Agreement (Marathon Oil Corp), Master Agreement (Marathon Oil Corp)
No Conflicts; Consents. Except (a) The execution and delivery by the Company of this Agreement do not, and the consummation of the Merger, the Subsequent Merger and the other Transactions and the Financing and compliance with and performance of the terms hereof and thereof will not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent or any right of termination, cancellation, acceleration or material modification of any obligation or right, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter and organizational documents of any Company Subsidiary, (ii) any Contract or Company Benefit Plan to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any Judgment or Law applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions or the Financing, assuming the Financing is completed as set forth on Schedule 5.3in the Financing Letter.
(b) No consent, neither approval, waiver, license, permit, franchise, authorization or Judgment (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance by Seller of this Agreement hereof or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby Transactions or therebythe ownership by Parent of the Surviving Corporation following the Closing, will:
other than (ai) violate or conflict compliance with, and Filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and any Filings required under other applicable Regulatory Laws, (ii) the filing with the SEC of (A) the registration statement on Form S-4 in connection with the Share Issuance (together with any amendment or supplements thereto, the “Form S-4”) and the Joint Proxy Statement and (B) such reports under the Exchange Act as may be required in connection with this Agreement, the Merger, the Subsequent Merger, the other Transactions, (iii) such Filings as are required under US state securities or “blue sky” Laws or securities Laws of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) jurisdictions other than the Seller Required Regulatory Approvals andUnited States, to (iv) the extent provided filing of the Certificate of Merger and the filing of the certificate of merger in Section 7.1(g)connection with the Subsequent Merger, in each case with the LNG Facility Regulatory DeterminationSecretary of State of the State of Delaware, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any and (v) such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) other Consents and Filings the failure of which to obtain or make has not had and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (ii) that arise as a result materially impair the ability of any facts the Company to perform its obligations hereunder or circumstances relating to Buyer prevent or any unreasonably delay the consummation of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractTransactions.
Appears in 2 contracts
Samples: Merger Agreement (SXC Health Solutions Corp.), Merger Agreement (Catalyst Health Solutions, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery and performance by Seller Purchaser of this Agreement or any Ancillary Agreementdoes not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Merger and the other Transactions and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of Purchaser or any Purchaser Subsidiary under, any provision of (i) under the Purchaser Charter, the Purchaser By-laws or pursuant the comparable charter or organizational documents of any Purchaser Subsidiary or (ii) any Contract to any Business Agreement, Permit, Environmental Permit, which Purchaser or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates Purchaser Subsidiary is a party or by which Seller or any of its Affiliates their respective properties or any assets is bound other than, in the case of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or clause (ii) above, any such items that, individually or in the aggregate, could not reasonably be expected to have a Purchaser Material Adverse Effect.
(b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any Purchaser Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of a proxy or information statement relating to the approval of this Agreement Purchaser's stockholders, and such reports under or pursuant Section 13 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Purchaser is qualified to do business, and (iii) such other items (A) that may be required under the applicable Law of any foreign country, (B) required solely by reason of the participation of Purchaser (as opposed to any third party) in the Transactions or (C) that, individually or in the aggregate, could not reasonably be expected to have a Purchaser Material ContractAdverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (MCK Communications Inc), Merger Agreement (Verso Technologies Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementby each of Parent and Purchaser, nor do not, and the consummation of the transactions contemplated hereby or therebyOffer and the Merger and compliance with the terms hereof and thereof will not, will:
(ai) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any the provisions of the Purchased Assets, except for any such violations charter or organizational documents of Law Parent or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or Purchaser; (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent of or approval of, or default under (with or without notice or lapse of time time, or both) constitute a defaultany contract, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bondindenture, mortgage, indenturedeed of trust, lease or other material instrument or agreement to which Seller Parent or any of its Affiliates Purchaser is a party or by which Seller any of their respective properties or assets is bound or subject; or (iii) subject to the filings and other matters referred to in the following sentence, contravene any domestic or foreign law, rule or regulation, or any order, writ, judgment, injunction, decree, determination or award currently in effect, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of Parent and Purchaser to consummate the Offer and the Merger. No consent, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity which has not been received or made, is required to be obtained or made by or with respect to Parent or Purchaser in connection with the execution, delivery and performance of this Agreement or its Affiliates or any obligations hereunder, other than: (i) compliance with and filings under the HSR Act, if applicable; (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Purchased Assets Exchange Act, as may be boundrequired in connection with this Agreement, except for the Offer and the Merger; (iii) the filing of the Articles of Merger with the Secretary of State of the State of Missouri; and (iv) any such violations, conflicts, breaches, other consents, approvals, defaults authorizations, filings or other occurrences that would notices which, if not made or obtained, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect or that arise as a result material adverse effect on the ability of any facts or circumstances relating Parent and Purchaser to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractconsummate the Offer and the Merger.
Appears in 2 contracts
Samples: Merger Agreement (D&b Acquisition Sub Inc), Merger Agreement (Dave & Busters Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery by Investor of this Agreement does not, neither and the consummation of the Transaction and the other transactions contemplated hereby and thereby and compliance by Investor with the terms hereof and thereof will not, violate any provision of Law or any order to which Investor or its assets are subject, nor conflict with, or result in any violation of or default (with or without the lapse of time or the giving of notice, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or increase, add to, accelerate or guarantee rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Investor under, any provision of (i) the certificate of incorporation or organizational documents of Investor, (ii) any Contract to which Investor is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.03(b), any Judgment or Law applicable to Investor or its properties or assets other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an Investor Material Adverse Effect.
(b) No Consent of, permit from, or registration, declaration or filing with, any Governmental Entity or any other person is required to be obtained or made by or with respect to Investor in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the Transaction or the other transactions contemplated hereby or and thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) compliance with and filings under the failure of which to obtain or make would not have a Material Adverse Effect or HSR Act, (ii) the entry by the Bankruptcy Court of the Approval Orders, the Confirmation Order and any other order by the Bankruptcy Court that arise as a result may be required in connection with the Plan and the Restructuring, (iii) any required consents and approvals of any facts the FCC to the Transaction and (iv) such other item or circumstances relating to Buyer items that, individually or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreementaggregate, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that has not had and would not reasonably be expected to have a an Investor Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 2 contracts
Samples: Investment Agreement, Investment Agreement
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the The execution, delivery and performance by each Seller of this Agreement or and the other Transaction Documents to which any Ancillary AgreementSeller is a party, nor and the consummation of the transactions contemplated hereby or and thereby, will:
do not and will not: (a) violate or conflict with or result in a violation or breach of, or default under, any provision of Seller’s Governing Documents;
(b) violate the Organizational Documents of any Law or Order applicable to Seller or any of the Purchased Assets, except for Acquired Companies; (b) conflict with or result in a violation or breach in any such violations material respect of any provision of any Law or Governmental Order that would not have a Material Adverse Effect or that arise as a result of applicable to any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, the Acquired Companies; (c) require the consent, notice or approval with respect to Seller or other action by any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatePerson under, conflict with, result in a violation or breach of, require any consent constitute a default or approval ofan event that, or (with or without notice or lapse of time or both) , would constitute a defaultdefault under, give rise result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any right Material Contract or any material Permit affecting the Assets or properties, assets or business of modification, acceleration, payment, cancellation any of the Acquired Companies; or termination, or (d) result in the creation or imposition of any Encumbrance upon other than Permitted Encumbrances on any Asset or any properties or assets of any of the Purchased Assets (i) under or pursuant to any Business AgreementAcquired Companies. No consent, approval, Permit, Environmental PermitGovernmental Order, declaration or filing with, or notice to, any other loan agreement, note, bond, mortgage, indenture, Governmental Authority is required by or other material instrument or agreement with respect to which any Seller or any of its Affiliates is a party or by which Seller or any the Acquired Companies in connection with the execution and delivery of its Affiliates or any this Agreement and the other Transaction Documents and the consummation of the Purchased Assets may be boundtransactions contemplated hereby and thereby, except for any such violations, conflicts, breaches, filings as may be required under the HSR Act (in the event the HSR Exemption shall not be available) and such consents, approvals, defaults Permits, Governmental Orders, declarations, filings or other occurrences that notices which, in the aggregate, would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3(i) No consent, neither approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any of the Founders in connection with the execution, delivery and performance by Seller of this Agreement or any of the Ancillary Agreement, nor Agreements to which such Founder is a party or the consummation of the transactions contemplated hereby or thereby, will:.
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as The execution and delivery by ICI of each of the Ancillary Agreements to which it is a result party will not, and the consummation of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatethe transactions contemplated thereby and compliance by ICI with the terms thereof will not, conflict with, or result in a breach of, require any consent or approval violation of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or the loss of a benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of ICI under, any provision of (i) under the Restated Articles of Incorporation of ICI or pursuant to the By-laws of ICI, (ii) any Business Agreementof its properties or assets is bound or (iii) any judgment, Permit, Environmental Permitorder or decree, or any other loan agreementstatute, notelaw, bondordinance, mortgagerule or regulation, indenture, or other material instrument or agreement applicable to which Seller ICI or any of its Affiliates properties or assets. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to ICI in connection with the execution, delivery and performance of any of the Ancillary Agreements to which it is a party or by which Seller or any of its Affiliates or any the consummation of the Purchased Assets may be boundtransactions contemplated thereby, except for any such violationsother than (i) compliance with, conflictsand filings under, breachesthe HSR Act, consentsif required, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) filings with the Commission, including the filing of a proxy statement prepared in connection with a meeting of the shareholders of ICI (the "Shareholders' Meeting") for the purpose of obtaining the Shareholders' Approval (the "Proxy Statement") and filings under Section 13(a) of the Exchange Act, and (iii) filings with the Secretary of State of the State of Georgia, including, in connection with the Merger, the filing of articles or pursuant a certificate of merger, and filings with the relevant authorities of other states of appropriate documents relating to any Material Contractthe qualification to do business.
Appears in 2 contracts
Samples: Formation Agreement (International Computex Inc), Formation Agreement (Galvin Michael Jeffrey)
No Conflicts; Consents. (a) Except as set forth on Schedule 5.3disclosed in the ----------------------- Company Disclosure Letter, neither the execution, execution and delivery and performance by Seller the Company of this Agreement or any Ancillary Agreementdo not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g)Offer, the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval Merger and the other Transactions and compliance with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of the Company or any Company Subsidiary under, any provision of (i) under the Company Charter, the Company By-laws or pursuant to the comparable charter or organizational documents of any Business AgreementCompany Subsidiary, Permit(ii) any contract, Environmental Permitlease, or any other loan agreementlicense, indenture, note, bond, mortgageagreement, indenturepermit, concession, franchise or other material instrument or agreement (a "Contract") to which Seller the Company or any of its Affiliates -------- Company Subsidiary is a party or by or to which Seller any of their respective properties or assets is bound or subject, except for such conflicts, violations or defaults (or rights of termination, cancelation or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to acceptance for payment of shares of Company Common Stock by Sub pursuant to the Offer or which would not in the aggregate have a Company Material Adverse Effect; or (iii) subject to the filings and other matters referred to in the following sentence, to the Knowledge of the Company, any judgment, order or decree ("Judgment") or statute, law, ordinance, rule or regulation ("Applicable -------- ---------- Law") applicable to the Company or any Company Subsidiary or their respective --- properties or assets, including, without limitation, the Applicable Law of any foreign country, except for such conflicts, violations or defaults which would not in the aggregate have a Company Material Adverse Effect and would not prevent or delay in any material respect the consummation of the Transactions. To the Knowledge of the Company, no consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, ------- any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is ------------ ------ required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of any Transaction Agreement to which it is a party or the consummation of the Transactions, other than (i) compliance with and filings under (A) the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and (B) the --- --- rules and regulations of the Council of the European Communities (the "European -------- Council") and of the Commission of the European Communities (the "European -------- ---------- -------- Commission"), including, without limitation, Council Regulation (EEC) No 4064/89 ---------- of 21 December 1989 on the control of concentration between undertakings (as amended) (OJ L 257/14, 21.9.90) and Commission Regulation (EC) No 447/98 of 1 March 1998 on the notifications, time limits and hearings provided for Council Regulation (EEC) No 4064/89 on the control of concentrations between undertakings (OJ L 61/1/, 2.3.98) (the "EC Regulations") -- ----------- and the rules and regulations of any Governmental Entity to which a reference is made pursuant to the EC Regulations, (ii) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy or information statement relating to the approval and adoption of this Agreement and the Merger by the Company's stockholders (the "Proxy Statement"), (C) any information statement (the "Information Statement") ----- --------- ----------- --------- required under Rule 14f-1 in connection with the Offer and (D) such reports and statements under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and -------- --- the Company Stockholder Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable U.S. Federal, state or local environmental laws, (v) such filings as may be required in connection with any taxes, (vi) filings under any applicable state takeover law, (vii) where the failure to obtain such consent, approval or authorization, or to make such filing or notification, would not in the aggregate have a Company Material Adverse Effect and (viii) such other items (A) required solely by reason of the participation of Parent (as opposed to any third party) in the Transactions or (B) as are set forth in the Company Disclosure Letter.
(b) The Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement, the Company Stockholder Agreement, the Offer, the Merger and the other Transactions and (ii) ensure that (A) neither Parent nor any of its Affiliates affiliates or associates is or will become an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of this Agreement or the Company Stockholder Agreement, the Offer, the Merger or any of the Purchased Assets may be boundother Transactions, except for any such violations(B) a "Distribution Date" (as defined in the Company Rights Agreement) shall not occur by reason of this Agreement or the Company Stockholder Agreement, conflictsthe Offer, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer the Merger or any of its Affiliates, or the other Transactions and (iiC) under or pursuant the Company Rights shall expire immediately prior to any Material Contractthe consummation of the Offer.
Appears in 2 contracts
Samples: Merger Agreement (Union Texas Petroleum Holdings Inc), Agreement and Plan of Merger (Atlantic Richfield Co /De)
No Conflicts; Consents. Except as set forth on Schedule 5.3Section 3.4 of the Seller Disclosure Schedules, neither the execution, execution and delivery and performance by each Seller of this Agreement or any Ancillary Agreementdoes not, nor and the consummation by the Sellers of the Transaction and the other transactions contemplated hereby or thereby, will:
(a) violate or conflict and compliance by Sellers with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, require any Approvals (other than by any Governmental Entity) under, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to a loss of benefit under, or result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any of the Purchased Company Equity Interests, Purchased Assets (i) under or pursuant to assets of any Business Agreement, Permit, Environmental Permit, Purchased Company or any other loan agreementSubsidiary of a Purchased Company under, noteany provision of (a) the certificate of incorporation, bondbylaws or equivalent governing documents of any Seller, mortgagePurchased Company or Subsidiary of a Purchased Company or (b) any Judgment or Law applicable to the Business, indenturethe Purchased Assets, any Purchased Company or other material instrument any Subsidiary of a Purchased Company or agreement (c) any Specified Business Contract to which Seller any Seller, Purchased Company or any Subsidiary of its Affiliates a Purchased Company is a party or by which Seller any property or assets of any Seller, Purchased Company or Subsidiary of its Affiliates or any of the a Purchased Assets may be Company are bound, except except, in each case, for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences items that would not have a Material Adverse Effect reasonably be expected to be, individually or that arise as a result in the aggregate, material to the Business. No Approval of any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer the Sellers, the Purchased Companies or any Subsidiary of its Affiliatesa Purchased Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transaction and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) and (ii) under those that, if not obtained, made or pursuant given, would not reasonably be expected to any Material Contractbe, individually or in the aggregate, material to the Business.
Appears in 2 contracts
Samples: Purchase Agreement (Hd Supply, Inc.), Purchase Agreement (Anixter International Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) Neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, the Transaction Agreements nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or Transactions will conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien (other than any Permitted Liens pursuant to the Transaction Agreements) upon any of the Purchased Business Assets under (i) under or pursuant to the organizational documents of any Business AgreementGroup Member or (ii) assuming that the Consents referred to in Section 2.03(b) and Section 3.04(b) are obtained prior to the Closing Date and the registrations, Permitdeclarations and filings referred to in Section 2.03(b) and Section 3.04(b) are made prior to the Closing Date, Environmental Permit, (A) any Material Contract or any other loan agreementContract, note, bond, mortgage, indenture, or other material instrument or agreement in each case to which Seller or any of its Affiliates a Business Group Member is a party or by which Seller any of their respective Business Assets is bound or (B) any Judgment or Law applicable to any Business Group Member or any of its Affiliates their respective Business Assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Business.
(b) No Consent of, or registration, declaration or filing with or notice to, any Governmental Entity or third party is required to be obtained or made by or with respect to any Business Group Member in connection with the execution, delivery and performance of this Agreement or any of the Purchased Assets other Transaction Agreements or the consummation of the Transactions, other than (i) the Required Regulatory Approvals, (ii) those that may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults required to be maintained or other occurrences that would not have a Material Adverse Effect or that arise as a result obtained by Purchaser solely by reason of any facts or circumstances relating to Buyer Purchaser’s or any of its Affiliates, or ’ (ii) under or pursuant as opposed to any Material Contractother third Person’s) participation in the Transactions and (iii) those the failure of which to obtain or make, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Business.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Valvoline Inc), Equity Purchase Agreement (Valvoline Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) Neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreementby Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby or therebyand thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will:
will (a) violate or conflict with any of Seller’s Governing Documents;
(bi) violate any Law or Order applicable to Seller or any provision of the Purchased Assetscertificate of incorporation or bylaws (or other comparable governing documents) of such Person, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, require consent or notification under, or result in a any violation or breach of, require any consent or approval of, or constitute (with or without notice or lapse of time or both) constitute a defaultdefault under, or give rise to any right of termination, cancellation, modification, accelerationnotification or acceleration of any obligation under any Ag Material Contract, payment(iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), cancellation (b)(ii) or termination(b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation or imposition of any Encumbrance Lien, other than Permitted Liens, upon any of the Purchased Acquired Ag Assets, except in the case of clauses (ii), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect.
(b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) under or pursuant to in respect of any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, applicable Law or other material instrument legal restraint designed to govern competition, trade regulation or agreement foreign investment or to which Seller prohibit, restrict or any regulate actions with the purpose or effect of its Affiliates is a party monopolization or by which Seller or any restraint of its Affiliates or any trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Purchased Assets may be boundAg Business and (iii) such consents, except for any such violations, conflicts, breaches, consentswaivers, approvals, defaults licenses, authorizations, Permits, filings or other occurrences that notifications which, if not obtained or made, would not have a constitute an Ag Business Material Adverse Effect or that arise as a result Effect. The consent of any facts or circumstances relating to Buyer or any of its AffiliatesDirac is not required, or (ii) under or pursuant to any Material Contractthe Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Transaction Agreement (Dupont E I De Nemours & Co), MSW Transaction Agreement (FMC Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the (a) The execution, delivery and performance by Seller or its Affiliates (as applicable) of this Agreement or any Ancillary Agreementand the other Transaction Documents to which it is a party, nor and the consummation of the transactions contemplated hereby or and thereby, will:
do not and will not: (ai) violate result in a violation or conflict with breach of any provision of Seller’s Governing Documents;
the certificate of incorporation, by-laws or other applicable organizational documents of Seller or such Affiliate; (bii) violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any of its Affiliates, the Business or the Purchased Assets, except for any such violations of Law ; or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(ciii) other than require the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, notice or approval with respect to Seller or other action by any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatePerson under, conflict with, result in a violation or breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, default under or result in the creation or imposition acceleration of any Encumbrance upon any Material Contract; except in the cases of clauses (ii) and (iii), where the Purchased Assets violation, breach, conflict, default, acceleration or failure to give notice would not reasonably be expected to prevent or materially impair or materially delay the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents.
(ib) under or pursuant to any Business AgreementNo consent, approval, Permit, Environmental PermitGovernmental Order, declaration or filing with, or notice to, any other loan agreement, note, bond, mortgage, indenture, Governmental Authority is required by or other material instrument or agreement with respect to which Seller or any of its Affiliates is a party or by which Seller or any in connection with the execution and delivery of its Affiliates this Agreement or any of the Purchased Assets other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for: (i) such filings as may be boundrequired under the HSR Act; (ii) the filings or approvals under the other Antitrust Laws set forth in Section 4.03(b)(ii) of the Seller Disclosure Schedules; (iii) the consents, except for any notices or other actions set forth in Section 4.03(b)(iii) of the Seller Disclosure Schedules; and (iv) such violations, conflicts, breaches, consents, approvals, defaults Permits, Governmental Orders, declarations, filings or other occurrences that notices which would not have a Material Adverse Effect not, individually or that arise as a result of any facts or circumstances relating in the aggregate, reasonably be expected to Buyer or any of its Affiliates, or (ii) under or pursuant be material to any Material Contractthe Business.
Appears in 2 contracts
Samples: Transaction Agreement, Transaction Agreement (Starbucks Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery and performance by Seller such Buyer Party of this Agreement or any Ancillary Agreementand the other Transaction Documents does not, nor and the performance by such Buyer Party of its obligations hereunder and thereunder, and the consummation of the Transactions and the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of by the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateTransaction Documents will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of such Buyer Party under, any provision of (i) under the governing or pursuant to organizational documents of such Buyer Party, (ii) any Business Agreementcontract, Permitlease, Environmental Permitlicense, or any other loan agreementindenture, note, bond, mortgageagreement, indentureunderstanding, undertaking, concession, franchise or other material instrument or agreement (in each case, to the extent legally binding on the parties thereto) (a “Contract”) to which Seller or any of its Affiliates such Buyer Party is a party or by which Seller its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.03(b), any judgment, injunction, ruling, award, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule, code or regulation (“Law”), in each case, applicable to such Buyer Party or its properties or assets, other than, in the case of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or clauses (ii) under and (iii) above, any matters that, individually or pursuant in the aggregate, have not had a Buyer Material Adverse Effect.
(b) No governmental franchises, licenses, permits, authorizations, variances, exemptions, registrations, certificates, orders and approvals (each a “Permit” and collectively, the “Permits”), consent, approval, clearance, waiver or order (collectively, with the Permits, the “Consents” and each, a “Consent”) of or from, or registration, declaration, notice or filing made to or with, any federal, national, state, provincial or local, whether domestic, foreign or supranational government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity”), is required to be obtained or made by or with respect to such Buyer Party in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Transactions, other than (i) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions, (ii) compliance with the NYSE and NASDAQ rules and regulations and (iii) such other matters that, individually or in the aggregate, have not had a Buyer Material ContractAdverse Effect.
Appears in 2 contracts
Samples: Share and Asset Purchase Agreement (Home Loan Servicing Solutions, Ltd.), Share and Asset Purchase Agreement (New Residential Investment Corp.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) The execution and delivery by the execution, delivery and performance by Seller Purchaser of this Agreement or any Ancillary Agreementand each Transaction Agreement to which it is a party, nor do not, and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Acquisition and the other Transactions to which it is a party and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any and performance of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, accelerationcancelation or acceleration of any obligation or to loss of a material benefit under, paymentor to increased, cancellation additional, accelerated or terminationguaranteed rights or entitlements of any person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of the Purchaser or any of its Affiliates subsidiaries under, any provision of (i) the charter or organizational documents of the Purchaser or any of the Purchaser's subsidiaries, (ii) any material Contract to which the Purchaser or any of its subsidiaries is a party or by which Seller any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to the Purchaser or any of its Affiliates subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have, a material adverse effect on the Purchaser (with respect to the Purchaser, a "Purchaser Material Adverse Effect") (excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the Purchased Assets may definition "material adverse effect").
(b) No Consent of, or registration, declaration or filing with any Governmental Entity is required to be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults obtained or other occurrences that would not have a Material Adverse Effect made by or that arise as a result of any facts or circumstances relating with respect to Buyer the Purchaser or any of its Affiliatessubsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party or the consummation of the Transactions to which the Purchaser is a party, other than (i) compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) the filing with the U.S. SEC of (A) the U.S. Information Statement and (B) such reports under or pursuant the Exchange Act as may be required in connection with the Merger Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (iii) the filing with the Bureau of the Information Statement as may be required under the SEL in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material ContractAdverse Effect (excluding for purposes of this Section 4.04(b) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition "material adverse effect").
Appears in 2 contracts
Samples: Stock Purchase Agreement (Credit Suisse/), Stock Purchase Agreement (Credit Suisse/)
No Conflicts; Consents. (a) Except as set forth on Schedule 5.35.02, neither the execution and delivery of this Agreement by Seller does not, and the execution and delivery by Seller of each other Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or result in the creation of any Lien upon any of the Acquired Assets under, any provision of (i) Seller’s certificate of incorporation or by-laws (or the comparable governing instruments), (ii) any Contract to which Seller is a party and by which any of Acquired Assets are bound, or (iii) any judgment, order, or decree, or, subject to the matters referred to in Section 5.02(b) below, any Law applicable to Seller or its properties or assets, other than, in the case of clauses (i) and (ii) above, any such items that would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on the ability of Seller to consummate the Acquisition.
(b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental or Regulatory Authority is required to be obtained or made by or with respect to Seller in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, will:
other than such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make which, individually or in the aggregate, (ai) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not be reasonably likely to have a Material Adverse Effect material adverse effect on the ability of Seller to consummate the Acquisition or that arise perform its obligations under this Agreement or the Ancillary Agreements, and (ii) would not give rise to any liability of Purchaser as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any consummation of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractAcquisition.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Galena Biopharma, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery by each of Parent and performance by Seller Merger Sub of this Agreement or any Ancillary Agreementand the Statutory Merger Agreement does not, nor and the performance by each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation of the Merger and the other transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of by this Agreement and the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateStatutory Merger Agreement will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or (solely with respect to clause (ii)) give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of Parent, Merger Sub or any of their respective Affiliates under, any provision of (i) under the governing or pursuant to any Business Agreementorganizational documents of Parent, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller Merger Sub or any of its their respective Affiliates; (ii) any Contract to which Parent, Merger Sub or any of their respective Affiliates is a party or by which Seller any of their respective properties or assets is bound; or (iii) subject to the filings and other matters referred to in Section 4.03(b), any Permit, Judgment or Law, in each case, applicable to Parent, Merger Sub or any of its their respective Affiliates or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.
(b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity, is required to be obtained or made by or with respect to Parent, Merger Sub or any of their respective Affiliates in connection with the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults execution and delivery of this Agreement or other occurrences that would not have a Material Adverse Effect the Statutory Merger Agreement or that arise as a result of any facts or circumstances relating to Buyer or any its performance of its Affiliatesobligations hereunder or thereunder or the consummation of the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, other than (i) (A) compliance with and filings under the HSR Act, (B) approvals and filings under all other Required Regulatory Approvals and (C) such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any non-U.S. antitrust, competition, trade regulation, foreign investment or similar Laws in order to complete the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement; (ii) under or executing and delivering the Statutory Merger Agreement; (iii) the filing of the Merger Application with the Registrar pursuant to any the Bermuda Companies Act and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; and (iv) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material ContractAdverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Marubeni Corp /Fi), Merger Agreement (Aircastle LTD)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery by each of Parent and performance by Seller Merger Sub of this Agreement or any Ancillary Agreementdoes not, nor and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby or therebywill not, will:
(ai) violate or conflict with or result in any violation of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any provision of the Purchased AssetsParent Articles, except for any such violations of Law the Parent Regulations or Order that would not have a Material Adverse Effect the comparable charter, bylaws or that arise as a result other organizational documents of any facts or circumstances relating to Buyer or any of its Affiliates;
Parent Subsidiary, (cii) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates conflict with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute under, give rise to a defaultright of termination, cancellation or acceleration of, give rise to any right obligation to make an offer to purchase or redeem any Indebtedness or capital stock, voting securities or equity interests or any loss of modification, acceleration, payment, cancellation or terminationa material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, assets of Parent or any other loan agreementParent Subsidiary under, any legally binding contract, lease, license, indenture, note, bond, mortgageagreement, indentureconcession, franchise or other material instrument or agreement (a “Contract”) to which Seller Parent or any of its Affiliates Parent Subsidiary is a party or by which Seller any of their respective properties or assets is bound or any Parent Permit or (iii) subject to the filings and other matters referred to in Section 3.05(b), conflict with or result in any violation of its Affiliates any judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.
(b) No consent, approval, clearance, waiver, authorization, waiting period expiration, Permit or order (“Consent”) of or from, or registration, declaration, notice or filing made to or with any Federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity”), is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than (i) the filing with the Securities and Exchange Commission (the “SEC”), and declaration of effectiveness under or the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S‑4 in connection with the issuance by Parent of the Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration, in which the Proxy Statement will be included as a prospectus (the “Form S‑4”), and (C) the filing with the SEC of such reports and other filings under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the filing of the Certificate of Merger with the Secretary of State pursuant to the DGCL and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with the issuance of the Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the U.S. Federal Communications Commission or any successor Governmental Entity (the “FCC”) as are required in connection with the transactions contemplated hereby (the “Parent FCC Consents”), (vi) such Consents from, or registrations, declarations, notices or filings made to or with, state public service or state public utility commissions (collectively, “State Regulators”) as are required in connection with the transactions contemplated hereby (the “Parent PSC Consents”), (vii) such Consents from, or registrations, declarations, notices or filings made to or with, governments of counties, municipalities and any other subdivisions of a United States state (collectively, “Localities”) in connection with the provision of telecommunication and media services as are required in connection with the transactions contemplated hereby (the “Parent Local Consents”), (viii) such filings with and approvals of the NYSE as are required to permit the listing of the Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration and (ix) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material ContractAdverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither The execution and delivery by the execution, delivery and performance by Seller Acquirer of this Agreement or any Ancillary Agreementdo not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict by this Agreement and compliance with any the provisions of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatethis Agreement will not, conflict with, or result in a any violation or breach of, require any consent or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to the loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of the Acquirer or any of its Affiliates Subsidiaries under any provision of (A) the certificate of limited partnership or limited partnership agreement of the Acquirer or (B) (1) any Contract to which the Acquirer or any of its Subsidiaries is a party or by which Seller any of their respective properties or assets are bound, or (2) any Law or any Judgment, in each case, applicable to the Acquirer or any of its Affiliates Subsidiaries or any of their respective properties or assets, other than, in the Purchased Assets may be boundcase of such clause (B) above, except for any such conflicts, violations, conflicts, breaches, consentsdefaults, approvalsrights, defaults losses or other occurrences that Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a an Acquirer Material Adverse Effect Effect. Other than in connection or that arise as a result in compliance with the provisions of any facts the Securities Act and the securities or circumstances relating to Buyer blue sky laws of the various states or any of its Affiliatesthe HSR Act, no notice to, registration, declaration or filing with, review by, or (ii) under authorization, consent, order, waiver, authorization or pursuant to approval of, any Material ContractGovernmental Authority is necessary for the consummation by the Acquirer of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Investment Agreement (Santander Holdings USA, Inc.), Investment Agreement (Santander Holdings USA, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) Neither the execution, delivery and or performance by Seller Buyer of this Agreement or any Ancillary AgreementAgreements to which it or its Subsidiary is or will be a party, nor the consummation of the transactions contemplated hereby and thereby will (with or thereby, will:without notice or lapse of time or both):
(ai) violate result in a violation or conflict with breach of, or material default under, any provision of Seller’s Governing Documentsthe Organizational Documents of Buyer or a Subsidiary of Buyer;
(bii) violate result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated hereby or thereby under, any Law or Order applicable to Seller Buyer (or any of the Purchased Assetsits properties, except for any such violations of Law assets or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliatesbusiness);
(ciii) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (iA) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a violation or breach of, require any consent (B) constitute a default or approval of, or an event that (with or without notice or lapse of time or both) would constitute a defaultdefault under, give rise (C) result in the acceleration of or create in any party the right to accelerate, terminate or cancel or (D) require the Consent of, or the giving of notice to, any right of modification, acceleration, payment, cancellation or terminationother Person under, or result in the creation or imposition of any Encumbrance upon pursuant to, any material Contract or any Permit affecting the properties, assets or business of Buyer; except in the Purchased Assets case of clauses (iii) under and (iii) where such conflict, violation, breach, event of default or pursuant other result described in such clauses would not reasonably be expected to any Business Agreementbe material to Buyer and its Subsidiaries, taken as a whole, or prevent or materially impede, interfere with, hinder or delay the ability of Buyer and its Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.
(b) Except as would not reasonably be expected to be material to Buyer and its Subsidiaries, taken as a whole, or prevent or materially impede, interfere with, hinder or delay the ability of Buyer and its Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, no Consent, Permit, Environmental Permitdeclaration or filing with, or notice to, any other loan agreement, note, bond, mortgage, indenture, Governmental Body is required by or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating with respect to Buyer or its properties, assets or business in connection with the execution and delivery of this Agreement or any Ancillary Agreements or the consummation by Buyer of its Affiliates, or (ii) under or pursuant to any Material Contractthe transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Share Purchase Agreement (Amerisourcebergen Corp), Share Purchase Agreement (Walgreens Boots Alliance, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery of this Agreement by Purchaser and Parent do not, neither the executionexecution and delivery by Purchaser and Parent of each Other Transaction Document to which it is specified to be a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Purchaser and Parent with the terms and conditions hereof and thereof will not (i) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, require any notice with respect to, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or, any provision of (A) the Governing Documents of Purchaser or Parent, or (B) any Contract to which Purchaser or Parent is a party or by which any of its respective properties or assets may be subject, (ii) violate any Injunction or, subject to the matters referred to in paragraph (b) below, applicable Law, or (iii) result in the creation of any Liens upon any of the properties or assets of Purchaser or Parent under other than, in the case of clauses (i)(B) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to result in a Purchaser Material Adverse Effect.
(b) No Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or Parent in connection with the execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementthe Other Transaction Documents, nor the consummation of the transactions contemplated hereby or therebythereby or the compliance by Purchaser and Parent with the terms and conditions hereof and thereof, will:
other than (ai) violate compliance with and Consents and Filings under the HSR Act or conflict with any other Antitrust Law, (ii) those that may be required solely by reason of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any Affiliate of Seller’s (as opposed to any other third party’s) participation in the Purchased Assetstransactions contemplated hereby or by the Other Transaction Documents, except for (iii) compliance with and Filings or notices required by the rules and regulations of any applicable securities exchange or listing authority and (iv) such violations other Consents the absence of Law which, or Order that other Filings the failure to make or obtain which, individually or in the aggregate, would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating be reasonably likely to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Purchaser Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Yelp Inc), Unit Purchase Agreement (GrubHub Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3The execution and delivery by the Company hereof do not, neither the executionexecution and delivery by the Company of each Ancillary Agreement to which it is, delivery or is specified to be, a party will not, and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Transactions and compliance by the Company with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would terms hereof and thereof will not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatecontravene, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of the Company or any Company Subsidiary under, any provision of (i) under the certificate of incorporation or pursuant to any Business Agreement, Permit, Environmental Permit, by-laws (or comparable documents) of the Company or any other loan agreementCompany Subsidiary, note, bond, mortgage, indenture, (ii) any Contract or other material instrument or agreement Benefit Plan to which Seller the Company or any of its Affiliates Company Subsidiary is a party or by which Seller any of their respective properties or assets is bound or (iii) any judgment, order, decree, award, ruling, decision, verdict, subpoena, injunction or settlement entered, issued, made or rendered by, or any consent agreement, memorandum of its Affiliates understanding or other Contract with, any Governmental Entity (in each case whether temporary, preliminary or permanent) (“Judgment”), Permit or Applicable Law applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No consent, approval, waiver, license, permit, franchise, authorization or Judgment (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance hereof or any Ancillary Agreement or the consummation of the Transactions or the ownership by the Purchaser of the Shares following the Closings, other than (A) compliance with and Filings under or pursuant Section 13(a) and Section 14(f) of the Exchange Act, (B) those that may be required solely by reason of the Purchaser’s (as opposed to any other third party’s) participation in the Transactions, and (C) those which if not obtained or made will not reasonably be expected to have a Company Material ContractAdverse Effect.
Appears in 1 contract
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementby Buyer do not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a benefit under, or result in the creation or imposition of any Encumbrance lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Purchased Assets properties or assets of Buyer under, any provision of (i) under the certificate of incorporation or pursuant to by-laws of Buyer, (ii) any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or other material instrument or agreement arrangement to which Seller or any of its Affiliates Buyer is a party or by which Seller its proper ties or any of its Affiliates assets are bound or any of the Purchased Assets may be bound, (iii) except for the exceptions to the next sentence, any such violationsstatute, conflictslaw, breachesordinance, consentsrule, approvalsregulation, defaults judgment, order or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating decree applicable to Buyer or any its properties or assets, other than, in the case of its Affiliates, or clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of Buyer to consummate the transactions contemplated hereby. No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (I) compliance with and filings under or pursuant the HSR Act and the Regulation, (II) compliance with and filings under Section 13(a) of the Exchange Act, (III) those that may be required solely by reason of Westinghouse's (as opposed to any Material Contractother third party's) participation in the transactions contemplated hereby and (IV) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to materially impair the ability of Buyer to consummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller of this Agreement or any do not, the execution and delivery by Seller of each Ancillary AgreementAgreement to which it is a party will not, nor and the consummation of the Acquisition and the other transactions contemplated hereby and thereby and the performance by Seller of its obligations hereunder and thereunder will not, conflict with, or therebyresult in any violation of or default (with or without notice or lapse of time, will:
or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (acollectively, “Liens”) violate or conflict with upon any of Seller’s Governing Documents;
the properties or assets of Seller under, any provision of (bi) violate the certificate of incorporation or by-laws of Seller or any Law of its subsidiaries, (ii) any contract, lease, license, indenture, agreement, commitment or Order other arrangement (a “Contract”) to which Seller or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, injunction, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Applicable Law”) applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer its subsidiaries or any of their properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of Seller to perform its Affiliates;
obligations under this Agreement and the Ancillary Agreements or on the ability of Seller to consummate the Acquisition and the other transactions contemplated hereby or thereby (ca “Seller Material Adverse Effect”). No material consent, approval, license, permit, order or authorization (“Consent”) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filingof, or registration by Seller registration, declaration or filing with, any Federal, state, local or foreign government or any court of its Affiliates withcompetent jurisdiction, administrative agency or notice commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates ofsubsidiaries in connection with the execution, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure delivery and performance of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer this Agreement or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent Ancillary Agreement or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any consummation of the Purchased Assets (i) under Acquisition or pursuant to any Business Agreement, Permit, Environmental Permit, or any the other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contracttransactions contemplated hereby and thereby.
Appears in 1 contract
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery by each of Parent and Sub of each Transaction Agreement to which it is a party, neither do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the assets of Parent or any of its subsidiaries under, any provision of (i) the charter or organizational documents of Parent or any of its subsidiaries, (ii) any Contract to which Parent or any of its subsidiaries is a party or by which any of their respective assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect.
(b) No Consent of, or registration, declaration or filing with, or notice to, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution, delivery and performance by Seller of this any Transaction Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
other than (ai) violate or conflict compliance with any and filings under (A) the HSR Act and (B) Exon-Xxxxxx (ii) the filing with the SEC of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any such reports under Sections 13 and 16 of the Purchased AssetsExchange Act, except for any as may be required in connection with this Agreement and the other Transaction Agreements, the Merger and the other transactions contemplated hereby and thereby, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such violations of Law or Order that would not have a Material Adverse Effect or that arise filings as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
may be required under applicable Environmental Laws, (cv) other than such filings as may be required in connection with the Seller Required Regulatory Approvals and, to the extent provided taxes described in Section 7.1(g)6.09, (vi) such other items that may be required solely by reason of the LNG Facility Regulatory Determinationparticipation of the Company (as opposed to any other third party) in the transactions contemplated hereby and (vii) such other Consents, require any declarationregistrations, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrationsnotices or permits, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not is not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 1 contract
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery by the Company of, neither and the executionperformance of its obligations under, delivery and performance by Seller of this Agreement or any and the Ancillary AgreementDocuments do not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Transactions and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien (other than a Permitted Lien) upon any of the Purchased Assets properties or assets of the Company or any Company Subsidiary under, any provision of (i) under the Company Certificate of Formation, the Company LLC Agreement or pursuant the comparable charter or organizational documents of any Company Subsidiary, (ii) any Contract to any Business Agreement, Permit, Environmental Permit, which the Company or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates Company Subsidiary is a party or by which Seller any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment or Law applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole.
(b) No Consent of, or registration, declaration or filing with, or Governmental Authorization from, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents or the consummation of the Transactions, other than (i) compliance with and filings under or pursuant applicable requirements of the HSR Act, (ii) such filings as may be required in connection with the Transfer Taxes described in Section 6.06, and (iii) such other items (A) required solely by reason of the participation of Purchaser (as opposed to any Material Contractthird party) in the Transactions or (B) that, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Company and the Company Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (On Assignment Inc)
No Conflicts; Consents. Except as set forth (a) The execution and delivery by the Company of this Agreement do not and the consummation of the Transaction, the Restructuring and the other transactions contemplated hereby and thereby and compliance by the Company and the Reorganized Company with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without the lapse of time or the giving of notice, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or increase, add to, accelerate or guarantee rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company, the Reorganized Company or any Company Subsidiary under, any provision of (i) the certificate of incorporation of the Company (“Company Charter”), the Company’s by-laws, or the comparable charter or organizational documents of any Company Subsidiary, (ii) any Contract to which the Company, the Reorganized Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 2.05(b), any ruling, judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”) applicable to the Company, the Reorganized Company or any Company Subsidiary or their respective properties or assets, other than (x) any such item that would be discharged by the Plan or (y) in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect or have a material adverse effect on Schedule 5.3the ability of the Company to perform its obligations under this Agreement or to consummate the Transaction prior to the End Date.
(b) No consent, neither approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”), is required to be obtained or made by or with respect to the Company, the Reorganized Company or any Company Subsidiary in connection with (A) the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the Transaction, the Restructuring or the other transactions contemplated hereby and thereby or thereby(B) the ownership by Investor of the Shares following the Closing, will:
other than (ai) violate compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or conflict with termination of any of Seller’s Governing Documents;
(b) violate any Law or Order waiting period under the HSR Act applicable to Seller or any the Transaction, (ii) the entry by the Bankruptcy Court of the Purchased AssetsApproval Orders and the Confirmation Order, except (iii) the filing of the Amended Company Charter with the Secretary of State of the State of Delaware, (iv) all required consents and approvals of the full FCC or an appropriate bureau or bureaus, or division or subdivision thereof for any such violations the Transaction, including without limitation all required prior approvals for the transfer of Law control to Investor over the FCC authorizations held by the Company or Order that would not have a Material Adverse Effect or that arise as a result by the licensee of any facts or circumstances relating to Buyer or any each Company License and grants of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided waivers listed in Section 7.1(g2.05(b) of the Company Disclosure Letter (collectively this clause (iv), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any “FCC Consents”) and (v) such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) other items that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractare immaterial.
Appears in 1 contract
Samples: Investment Agreement
No Conflicts; Consents. None of the execution and delivery by Parent or Merger Sub of this Agreement, the consummation of the Merger or the compliance by Parent or Merger Sub with any of the provisions hereof will conflict with or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets owned or used by Parent or Merger Sub under (a) any provision of Parent’s or Merger Sub’s Organizational Documents, (b) any judgment or any Legal Requirement applicable to Parent, Merger Sub or any of their Subsidiaries or (c) any material Contractual Obligation to which Parent, Merger Sub or any of their Subsidiaries is a party or by which any of its assets or properties of the Parent, Merger Sub or any of their Subsidiaries are bound, other than in the case of (b) or (c) any such conflicts, violations, defaults or rights or losses that would not reasonably be expected to prevent or materially delay the consummation of the Merger. Except as set forth on Schedule 5.3otherwise contemplated by this Agreement, neither no action by, material Permit of or registration, declaration or filing with, any Governmental Entity or other Person is required (x) for, or in connection with, the valid and lawful authorization, execution, delivery and performance by Seller Parent or Merger Sub of this Agreement or any Ancillary Agreement, nor (y) to be obtained or made for the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased AssetsMerger, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filingsPermits, registrations, notices, authorizations, consents, declarations or approvals (i) filings the failure of which to obtain or make would not have a Material Adverse Effect reasonably be expected to prevent or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in materially delay the creation or imposition of any Encumbrance upon any consummation of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractMerger.
Appears in 1 contract
No Conflicts; Consents. (a) Except as set forth on Schedule 5.3in Section 3.6(a) of the Seller Disclosure Letter, neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the CHH Agreements and the Trademark Assignment Agreement and the consummation of the transactions contemplated hereby or therebydo not and will not, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) conflict with or result in any violation or breach of any provision of the failure Organizational Documents of which to obtain or make would not have a Material Adverse Effect or Seller, (ii) that arise as a result of any facts or circumstances relating assuming compliance with the matters referred to Buyer or any of its Affiliates; or
(d) violatein Section 3.6(b), conflict with, with or result in a violation or breach ofof any provision of applicable Law, (iii) require any consent of or approval ofother action by any Person under, constitute a default or (an event that, with or without notice or lapse of time or both) , would constitute a defaultdefault under, give rise to or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of modificationany benefit under, acceleration, payment, cancellation any provision of any material agreement or terminationother instrument to which Seller is a party (including any Material Contract) and by which it is bound exclusively in connection with the operation of the Business, or by which any of the Assets are bound or affected exclusively in connection with the Business, or any material licenses, franchises, permits, certificates, approvals or other similar authorizations exclusively affecting the Assets or the operation of the Business or (iv) result in the creation or imposition of any Encumbrance upon Lien other than Permitted Liens on any Assets, other than in the cases of clauses (ii) through (iv), any such items that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in Section 3.6(b) of the Purchased Assets (i) under Seller Disclosure Letter, no consent, license, permit, order, authorization or pursuant approval of, or notice to, or registration, declaration or filing with, any Governmental Authority or other third party is required to any Business be obtained or made by or with respect to Seller in connection with the execution, delivery and performance of this Agreement, Permitthe CHH Agreements and the Trademark Assignment Agreement, Environmental Permitother than such Consents, or any other loan agreementlicenses, notepermits, bondorders, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consentsauthorizations, approvals, defaults notices, registrations, declarations or other occurrences that filings that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect or that arise as a result materially impair the ability of any facts or circumstances relating Buyer to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractconduct the Business immediately following the Closing.
Appears in 1 contract
No Conflicts; Consents. (a) Except as set forth on Schedule 5.3for filings and consents required under the HSR Act, neither the execution, delivery and performance by Seller the Shareholder of this Agreement and each of the Shareholder Ancillary Documents do not, and the consummation of the Contemplated Transactions by the Shareholder will not: (i) violate the provisions of any Organizational Documents of the Shareholder; (ii) violate, breach, conflict with or constitute an event of default (or an event which with written notice, lapse of time or both could constitute a default), under, result in the acceleration of, create in any other Person the right to accelerate, terminate, modify or cancel or require any notice under the Plan or any material Contract or Authorization to which the Shareholder is party, and which would not and would not reasonably be expected to materially impair the ability of the Shareholder to perform its obligations under this Agreement; (iii) result in the creation of any Encumbrances or Liens, other than Encumbrances or Liens created by the Purchaser, upon the Shares; or (iv) violate any Applicable Law to which the Shareholder is subject (other than Section 406 of ERISA, Section 407 of ERISA and Section 4975 of the Code) and which would or would reasonably be expected to impair the ability of the Shareholder to perform its obligations under this Agreement or any of the Shareholder Ancillary Documents or result in a Material Adverse Effect on the Company.
(b) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement or any of the Shareholder Ancillary Agreement, nor Documents and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased AssetsContemplated Transactions, except for any such violations of Law Authorizations, Orders, registrations, declarations, filings and notices (i) as may be required under the HSR Act and the Other Antitrust Laws, or Order that (ii) the failure to obtain which would not be reasonably expected to, and would not, (A) have a Material Adverse Effect on the Shareholder or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect Company or (iiB) that arise as a result of any facts materially impair or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in delay the creation or imposition of any Encumbrance upon any ability of the Purchased Assets (i) Shareholder to perform its obligations under this Agreement or pursuant the Shareholder Ancillary Documents or to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of consummate the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractContemplated Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Worthington Industries Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3Subject to obtaining Bankruptcy Court approval pursuant to the Sale Order, neither and assuming that Buyer acquires the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor Acquired Assets upon the consummation of the transactions contemplated hereby or therebyTransactions, will:
(a) violate or conflict with any the execution and delivery by the Sellers of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any this Agreement does not, and the consummation of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than Transactions and compliance by the Seller Required Regulatory Approvals and, to Sellers with the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of the Sellers or any of their subsidiaries under, any provision of (i) under the certificate of incorporation or pursuant by-laws of the Company or the comparable governing instruments of any of the Sellers, (ii) subject to obtaining the third party consents set forth on Section 3.02 of the Seller Disclosure Schedules to the extent required, any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller the Company or any of its Affiliates the Sellers is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Applicable Law”) applicable to the Sellers or their respective properties or assets, other than, in the case of clause (iii) above, any such items that, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect. No consent of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with respect to Sellers or any of its Affiliates their subsidiaries in 6 connection with the execution, delivery and performance of this Agreement or any the consummation of the Purchased Assets may be boundTransactions, except for any such violationsother than (i) the Sale Order, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant such filings as may be required by the Bankruptcy Court in connection with the Cases, and (iii) such other items as are required solely by reason of the participation of Buyer (as opposed to any Material Contractthird party) in the Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Conflicts; Consents. (a) Except as set forth on in Schedule 5.33.02(a), neither the execution, execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementby Seller do not, nor and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or therebyresult in any violation of or default (with or without notice or lapse of time, will:
or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or loss of a benefit relating to the Business under, or result in the creation of any Lien (aother than Permitted Liens) violate or conflict with upon any of Seller’s Governing Documents;
the Purchased Assets under, any provision of (bi) violate any Law the Certificate of Incorporation or Order applicable to By-laws of Seller or any of its subsidiaries, (ii) assuming the obtaining of all required consents, any agreement or obligation to which Seller or any of its subsidiaries is a party or by which any of the Purchased AssetsAssets are bound or (iii) any applicable judgment, except for any injunction, order or decree, or statute, law, ordinance, rule or regulation, in each case other than such violations of Law as, individually or Order that in the aggregate, would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;Effect.
(cb) other than the Seller Required Regulatory Approvals andNo material consent, to the extent provided in Section 7.1(g)approval, the LNG Facility Regulatory Determinationlicense, require any declarationpermit, filingorder or authorization of, or registration by Seller registration, declaration or any of its Affiliates filing with, any Governmental Entity is required to be obtained or notice made by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates ofsubsidiaries in connection with the execution, any Governmental Entitydelivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals other than (i) compliance with and filings under the failure of which to obtain or make would not have a Material Adverse Effect or HSR Act, if applicable, (ii) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) compliance with and filings and notifications under applicable Environmental Laws, (iv) compliance with any notices, motions, orders or approvals required by the Bankruptcy Court or the Bankruptcy Code and the rules thereunder, (v) those set forth on Schedule 3.02(a) and (vi) those that arise as a result may be required solely by reason of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result Buyer's participation in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contracttransactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anchor Glass Container Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.34.5 of the PECO Disclosure Letter, neither the execution, execution and delivery and performance by Seller each of the PECO Parties of this Agreement and each Ancillary Agreement to which such PECO Party is, or any Ancillary Agreementwill be, nor a party will not, and the consummation of the transactions contemplated hereby or therebyTransactions to which such PECO Party is a party and compliance by such PECO Party with the terms thereof will not contravene, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any material obligation or to loss of a material benefit under or to increased, additional or accelerated material rights or entitlements of any Person under, or require any Consent of any Person under, or result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any of the Purchased Assets properties or assets of any PECO Entity under, any provision of: (ia) under the certificate of incorporation or pursuant to by-laws (or comparable documents) of any Business Agreement, Permit, Environmental Permit, PECO Entity; (b) any Contract or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement PECO Benefit Plan to which Seller or any of its Affiliates PECO Entity is a party or by which Seller any of their respective properties or assets are bound; or (c) any PECO Permit, Judgment or Law applicable to any PECO Entity or any of its Affiliates their respective properties or assets; except in each of the foregoing clauses (b) and (c) as would not reasonably be expected to have, individually or in the aggregate, a PECO Material Adverse Effect. No material Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to any PECO Entity in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Purchased Assets Transactions or the ownership by PECO or PECO OP of any Acquired Company following the Closing, other than (A) (1) the Form S-4 relating to the issuance of the Stock Merger Consideration, and (2) such reports under the Exchange Act, if any, as may be boundrequired in connection with this Agreement, except the Merger and the other Transactions, (B) the filing with and the acceptance for any record by the SDAT of the Articles of Merger, (C) such violationsFilings and Consents as may be required in connection with the Taxes described in Section 6.7(b), conflicts, breaches, and (D) such other consents, approvals, defaults orders, authorizations, registrations, declarations and filings which, if not obtained or other occurrences that made, would not have reasonably be expected to have, individually or in the aggregate, a PECO Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 1 contract
Samples: Merger Agreement (Phillips Edison Grocery Center REIT III, Inc.)
No Conflicts; Consents. Except as (a) As of the Effective Date, no consent, approval, license, permit, order, qualification or authorization of, or registration, declaration, notice or filing with, any Governmental Authority or any other Person is required for or in connection with the execution and delivery by such Seller of this Agreement and each other Transaction Document to which it is a party, and the consummation by such Seller of the Transactions, other than (i) those set forth on Schedule 5.3, neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g6.4(a), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (iii) those the failure of which to obtain or make make, individually or in the aggregate, would not have a Material Adverse Effect or materially impair the ability of such Seller to perform its obligations under this Agreement and (iiiii) those that arise may be required solely by reason of the Buyer’s (as a result of opposed to any facts or circumstances relating to Buyer or any of its Affiliates; orother third party’s) participation in the Transactions.
(db) The execution, delivery and performance in accordance with their respective terms of each of the Transaction Documents by such Seller and the effectuation of the transactions this Agreement and those Transaction Documents contemplate do not and will not (i) violate, conflict withbreach or constitute a default under (A) the Charter Documents, result if applicable, of such Seller, (B) any Legal Requirement applicable to such Seller, subject to obtaining all necessary consents and approvals set forth in a breach of, require any consent or approval ofSchedule 6.4(a), or (with or without notice or lapse C) except as set forth on Schedule 6.4(a), any Material Contract of time or both) constitute a defaultsuch Seller, give rise to any right of modification, acceleration, payment, cancellation or termination, or result except in the creation case of (B) or imposition of any Encumbrance upon any of the Purchased Assets (iC) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that as would not have a Material Adverse Effect or that arise as a result materially impair the ability of any facts or circumstances relating such Seller to Buyer or any of perform its Affiliatesobligations under this Agreement, or (ii) cause or result in the imposition of, or afford any Person the right to enforce or to obtain, any Lien upon any of Purchased Shares.
(c) Except as Schedule 6.4(a) lists, no Legal Requirement requires such Seller to obtain any Governmental Approval, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate, except in each case where the failure to obtain such Governmental Approval or make such filing would not materially impair the ability of such Seller to perform its obligations under the Transaction Documents.
(d) Except as Schedule 6.4(a) sets forth, no material Contractual Commitment or pursuant other material agreement or material arrangement to which such Seller is a party or is bound or to which any Material Contractof its properties or other assets are subject, requires such Seller to obtain any consent or approval from, or make any filing (including any report or notice) with, any Person in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate, except in each case where the failure to obtain such consent or approval, or make such filing, would not materially impair the ability of such Seller to perform its obligations under the Transaction Documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementdo not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof shall not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation or imposition of any Encumbrance lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, assets of Buyer or any other loan agreementsubsidiary of Buyer under, any provision of (a) the Certificate of Incorporation or By-laws of Buyer or the comparable governing instruments of any subsidiary of Buyer; (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or other material instrument or agreement arrangement to which Seller Buyer or any subsidiary of its Affiliates Buyer is a party or by which Seller any of their respective properties or assets are bound; or (c) any judgment, order, or decree, or material statute, law, ordinance, rule or regulation applicable to Buyer or any subsidiary of its Affiliates Buyer or any their respective properties or assets, other than, in the case of the Purchased Assets may be boundclauses (b) and (c) above, except for any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby. No consent, approval, license, permit, order or that arise as a result of authorization of, or registration, declaration or filing with, any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer or any of its Affiliatessubsidiaries or their respective affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act; and (ii) under or pursuant those that may be required solely by reason of Sellers' (as opposed to any Material Contractother third party's) participation in the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. (i) The execution, delivery and performance by Seller of this Agreement and the sale of the Transferred Shares, does not and will not:
(A) conflict with or violate the Organizational Documents of Seller or the Declaration of Trust of the Trust or the Organizational Documents of any Non-Trust Company;
(B) assuming the Existing Financings are satisfied at Closing, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any Operating Agreement, except (1) for such conflicts or violations that would not prevent or materially delay the consummation by Seller of the transactions contemplated hereby, or would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; and (2) for such conflicts or violations set forth on Schedule 3.1(c)(i); or
(C) result in the creation or imposition of any Encumbrance upon any of the assets or businesses of the Companies.
(ii) The execution, delivery and performance by Seller of this Agreement and the sale of the Transferred Shares do not in a manner violate any existing term or provision of any order, writ, judgment, injunction, decree or other Governmental Regulation applicable to its respective assets or properties, except for such violations that or would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
(iii) Except as set forth on in Schedule 5.33.1(c)(iii), neither no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions required or contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assetshereby, except for any such violations of Law consents, licenses, approvals, orders, permits or Order authorizations, registrations, filings or declarations that would not prevent or materially delay the consummation by Seller of the Transaction or would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 1 contract
Samples: Share Purchase Agreement (Chesapeake Lodging Trust)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution and delivery of this Agreement by Buyer does not, neither and the execution and delivery of the Related Instruments by Buyer and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, directly or indirectly, contravene, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Buyer, any subsidiary of Buyer or any Affiliate of Buyer under, any provision of (i) the governing instruments or comparable organizational documents of Buyer, any subsidiary of Buyer or any Affiliate of Buyer, (ii) any written note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Buyer, any subsidiary of Buyer or any Affiliate of Buyer is a party or by which any of their respective properties or assets are bound, or (iii) any judgment, order or decree or, subject to the matters referred to in paragraph (b) below, statute, law, ordinance, rule or regulation applicable to Buyer, any subsidiary of Buyer or any Affiliate of Buyer or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Buyer Material Adverse Effect.
(b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by, or with respect to, Buyer or any subsidiary of Buyer or their respective Affiliates in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the Related Instruments or the consummation of the transactions contemplated hereby or therebythereby other than (i) compliance with and filings under the HSR Act, will:
if applicable, and (aii) violate those that may be required solely by reason of Seller’s or conflict with any of Seller’s Governing Documents;
Affiliates (b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise opposed to any right of modification, acceleration, payment, cancellation or termination, or result other third party’s) participation in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party transactions contemplated hereby or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any Related Instruments; (iii) those required to transfer Environmental Permits and (iv) such violations, conflicts, breaches, consents, approvals, defaults licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or other occurrences that the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect material adverse effect on the ability of Buyer or, as the case may be, any Affiliate of Buyer to either perform its obligations hereunder or that arise as a result of any facts under the Related Instruments or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractconsummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Purchase Agreement (Deltagen Inc)
No Conflicts; Consents. Except (a) Assuming the delivery or receipt, as applicable, by Seller of the Consents set forth on Schedule 5.3in Section 3.03(a) of the Seller Disclosure Schedule, neither the execution, execution and delivery and performance by Seller of this Agreement and each of the Other Transaction Documents to which it is specified to be a party and the consummation by Seller of the transactions contemplated hereby and thereby and the performance by Seller of its other obligations hereunder and thereunder do not or will not, as applicable, conflict with, or result in any Ancillary Agreement(i) violation or default by Seller, nor (ii) termination, cancellation or acceleration of any right or obligation of Seller, (iii) loss of any benefit of Seller or (iv) creation of any Lien (other than any Permitted Lien) upon any property or asset of Seller under any provision of (A) the organizational documents of Seller, (B) any material contract of Seller or (C) any Injunction or, subject to the Authorizations and Filings described in Section 3.03(b), applicable Law, other than, in the case of each of clauses (B) and (C), any such violation, default, termination, cancellation, acceleration, loss of benefit or creation of a Lien that would not reasonably be expected to materially adversely impact the ability of Seller to consummate the Transactions .
(b) No Authorization or Filing is required to be obtained or made by or with respect to Seller in connection with the execution and delivery of this Agreement or the Other Transaction Documents, the consummation of the transactions contemplated hereby or therebythereby or the compliance by Seller with the terms and conditions hereof and thereof, will:
other than (ai) violate or conflict with any as may be required by the HSR Act, (ii) as may be required solely by reason of SellerPurchaser’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
’ participation in the transactions contemplated by any of the Transaction Documents, (ciii) other than as may be required by the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g)rules or regulations of any applicable securities exchange or listing authority and (iv) such Authorizations or Filings, the LNG Facility Regulatory Determination, require any declaration, filingabsence of which, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make be made would not have a Material Adverse Effect or (ii) that arise as a result reasonably be expected to materially adversely impact the ability of any facts or circumstances relating Seller to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in consummate the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractTransactions .
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Covia Holdings Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the (a) The execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor and the consummation of the transactions contemplated hereby hereby, do not and will not: (i) result in a violation or therebybreach of any provision of the certificate or articles of incorporation, will:
bylaws, certificate of limited partnership or partnership agreement of Seller or the Acquired Companies; (aii) violate result in a violation or conflict with breach of any provision of Seller’s Governing Documents;
(b) violate any Law or Governmental Order applicable to Seller or any of the Purchased AssetsAcquired Companies, (iii) except for any such violations of Law as set forth in Schedule 3.3(a) and as would not, individually or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating in the aggregate, be material to Buyer the Company or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory DeterminationSubsidiaries, require any declarationthe consent of, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates ofother action by, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatePerson under, conflict with, result in a violation or breach of, require any consent constitute a default or approval ofan event that, or (with or without notice or lapse of time or both) , would constitute a defaultdefault under, give rise result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel, any right agreement to which an Acquired Company is a party or by which an Acquired Company is bound or to which any properties and assets of modificationany Acquired Company are subject or any Permit affecting the properties, acceleration, payment, cancellation assets or termination, business of any Acquired Company; or (iv) result in the creation or imposition of any Encumbrance upon on any property, asset or right of any Acquired Company other than Permitted Encumbrances and except as would not, individually or in the Purchased Assets (i) under or pursuant aggregate, be material to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller the Company or any of its Affiliates Subsidiaries.
(b) No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is a party required by or by which with respect to Seller or any the Acquired Companies in connection with the execution and delivery of its Affiliates or any this Agreement and the consummation of the Purchased Assets may be boundtransactions contemplated hereby, except for any such violations, conflicts, breaches, filings as may be required under the HSR Act and as set forth in Section 3.3(b) of the Disclosure Letter and such consents, approvals, defaults Permits, Governmental Orders, declarations, filings or other occurrences that notices which, in the aggregate, would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating material adverse effect on Seller’s ability to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractconsummate the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. Except The execution and delivery by each of Buyer and Valero of this Agreement and each Ancillary Agreement to which Buyer or Valero is or is specified to be a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof shall not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Buyer, Valero or any other Valero Subsidiary (as set forth defined in Section 6(d)), under, any provision of (i) the Certificate of Incorporation or By-laws of Buyer or Valero or the comparable governing instruments of any other Valero Subsidiary, (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Buyer, Valero or any other Valero Subsidiary is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer, Valero or any other Valero Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Schedule 5.3the business, neither assets, financial condition or results of operations of Valero and the Valero Subsidiaries, taken as a whole, or on the ability of Buyer or Valero to consummate the transactions contemplated hereby and by the Ancillary Agreements (a "Buyer Material Adverse Effect"). No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Buyer, Valero or any other Valero Subsidiary in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor Agreement or the consummation of the transactions contemplated hereby or thereby, will:
other than (aA) violate or conflict compliance with any of Seller’s Governing Documents;
and filings under the HSR Act, (bB) violate any Law or Order applicable to Seller or any compliance with and filings under Section 13(a) of the Purchased AssetsExchange Act, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(cC) other than the Seller Required Regulatory Approvals andcompliance with and filings and notifications under applicable environmental laws, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval including with respect to Seller the termination and reissuance or any the transfer of its Affiliates ofenvironmental permits, any Governmental Entity, except for any such declarations, filings, registrations, notices, licenses and authorizations, consents, or approvals (iD) the failure registration of which the Valero Shares or, subject to obtain Section 13(b), shares of Buyer Common Stock under the Securities Act and any state "Blue Sky" laws pursuant to the Stockholder Agreements and (E) those that may be required solely by reason of Seller's or make would not have a Material Adverse Effect or the Company's (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise opposed to any right of modification, acceleration, payment, cancellation or termination, or result other third party's) participation in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party transactions contemplated hereby or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractAncillary Agreement.
Appears in 1 contract
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the (a) The execution, delivery and performance by Seller Buyer and Guarantor of this Agreement or any Ancillary Agreementand the other Transaction Documents to which they are a party, nor and the consummation of the transactions contemplated hereby or and thereby, will:
do not and will not: (ai) violate or conflict with or result in a violation or breach of, or default under, any provision of Seller’s Governing Documents;
the Organizational Documents of Buyer of Guarantor; (bii) violate assuming compliance with the matters referred to in Section 4.02(b) conflict with or result in a violation or breach of any Law provision of any applicable Laws or Governmental Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
Guarantor; or (ciii) other than require the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, notice or approval with respect to Seller or other action by any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violatePerson under, conflict with, result in a violation or breach of, require any consent constitute a default or approval ofan event that, or (with or without notice or lapse of time or both) , would constitute a defaultdefault under, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation acceleration of or imposition of create in any Encumbrance upon party the right to accelerate, terminate, modify or cancel any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller Buyer or any of its Affiliates Guarantor is a party or by which Seller Buyer or Guarantor are bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of its Affiliates Buyer or any Guarantor, except, in the case of the Purchased Assets may be boundclause (iii) above, except for any such violationsmatter that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that has not and would not have a Material Adverse Effect or that arise as a reasonably be expected to result of any facts or circumstances relating in material Liability to Buyer or any Guarantor or materially impair the operations of its AffiliatesBuyer or Guarantor or prevent or materially delay Buyer or Guarantor from consummating the transactions contemplated by this Agreement.
(b) Except for (i) compliance with, or and filings under the Exchange Act and the rules and regulations of all applicable securities exchanges, (ii) filings, reports, approvals and/or notices under the HSR Act and (iii) the Gaming Approvals, no consent, approval, Permit or Governmental Order from, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer or Guarantor in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. No vote of the holders of ownership interests of Buyer or Guarantor are necessary pursuant to any Material Contractapplicable Law, rules and regulations of all applicable securities exchanges, the charter documents of either Buyer or Guarantor or otherwise to approve this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Century Casinos Inc /Co/)
No Conflicts; Consents. Except as set forth on Schedule 5.3(a) The execution, neither delivery and performance of this Agreement by Purchaser does not, and the execution, delivery and performance by Seller Purchaser of this Agreement each Other Transaction Document to which it is, or any Ancillary Agreementis specified to be, nor a party will not, and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict Transactions and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof and thereof will not, conflict with, or result in a any violation or breach of, require any consent or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationconsent, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of Purchaser under, any provision of (i) under its certificate of incorporation or pursuant to by-laws, (ii) any Business Agreementmaterial note, Permit, Environmental Permit, loan or any other loan credit agreement, notebond, bonddebenture, mortgage, indenture, lease or other material instrument contract, agreement, instrument, obligation, license, commitment, understanding, arrangement or agreement to which Seller restriction of any kind or any of its Affiliates is a party or character by which Seller or any of its Affiliates or any of the Purchased Assets Purchaser may be boundbound or affected or subject to or otherwise under which Purchaser has any rights or benefits, except for any such violations, conflicts, breaches, or (iii) assuming that all consents, approvals, defaults exemptions, licenses, permits, orders, authorizations, registrations, declarations and filings with Governmental Entities referred to in Section 6.02(b) have been obtained or other occurrences that would not have a Material Adverse Effect or that arise as a result of made, any facts or circumstances relating to Buyer or any of its Affiliatesjudgment, order, or decree, or, subject to the matters referred to in paragraph (b) below, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the ability of Purchaser to consummate the Acquisition.
(b) No consent, approval, exemption, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. or made by or with respect to Purchaser in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the Transactions, other than (i) compliance with and filings under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (ii) compliance with and filings or pursuant notices required by the rules and regulations of The Nasdaq Stock Market, and (iii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to any Material Contractmake which, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the ability of Purchaser to consummate the Acquisition.
Appears in 1 contract
Samples: Asset Purchase Agreement (Seattle Genetics Inc /Wa)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) Neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreementby Fermat nor the execution, delivery and performance of the Acquisition Documents by Fermat and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby or therebyand thereby and compliance by Fermat and its applicable Subsidiaries with the terms hereof and thereof, will:
will (a) violate or conflict with any of Seller’s Governing Documents;
(bi) violate any Law or Order applicable to Seller or any provision of the Purchased Assetscertificate of incorporation or bylaws (or other comparable governing documents) of such Person, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, require consent or notification under, or result in a any violation or breach of, require any consent or approval of, or constitute (with or without notice or lapse of time or both) constitute a defaultdefault under, or give rise to any right of termination, cancellation, modification, accelerationnotification or acceleration of any obligation under any H&N Material Contract, payment(iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), cancellation (b)(ii) or termination(b)(iii) below, violate any Judgment or Law applicable to any of Fermat, its applicable Subsidiaries, the Acquired H&N Assets, the H&N Business or any H&N Business Permit or (iv) result in the creation or imposition of any Encumbrance Lien, other than Permitted Liens, upon any of the Purchased Acquired H&N Assets, except in the case of clauses (ii), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute a H&N Business Material Adverse Effect.
(b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Fermat or the Acquired H&N Assets in connection with the execution, delivery and performance of this Agreement or the consummation of the H&N Acquisition and the other transactions contemplated hereby, other than (i) under or pursuant in respect of any applicable Antitrust Laws, (ii) filings to any Business Agreement, Permit, transfer Permits and Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any Permits required for the operation of the Purchased Assets may be boundH&N Business and (iii) such consents, except for any such violations, conflicts, breaches, consentswaivers, approvals, defaults licenses, authorizations, Permits, filings or other occurrences that notifications which, if not obtained or made, would not have constitute a H&N Business Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 1 contract
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) The execution and delivery by the execution, delivery and performance by Seller Company of this Agreement or any Ancillary Agreementdoes not, nor and the performance by the Company of its covenants and agreements hereunder and the consummation of the transactions contemplated hereby or therebyhereby, will:
including the Merger, will not, (ai) violate or subject to obtaining the Company Shareholder Approval, conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or result in any violation of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates provision of, the Company Articles, the Company Bylaws or the Organizational Documents of any Governmental EntityCompany Subsidiary, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result subject to obtaining the Consents set forth in Section 3.05(a)(ii) of any facts or circumstances relating to Buyer or any of its Affiliates; or
the Company Disclosure Letter (d) violatethe “Company Required Consents”), conflict with, result in a breach of, require any consent or approval violation of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to the loss of a benefit under, or result in the creation or imposition of any Encumbrance a Lien upon any of the Purchased Assets (i) under respective properties or pursuant to any Business Agreement, Permit, Environmental Permit, assets of the Company or any other loan agreementCompany Subsidiary pursuant to, note, bond, mortgage, indenture, or other material instrument or agreement any Contract to which Seller the Company or any of its Affiliates Company Subsidiary is a party or by which Seller any of their respective properties or assets are bound or any Permit applicable to the business of its Affiliates the Company and the Company Subsidiaries or (iii) subject to obtaining the Company Shareholder Approval and the Consents referred to in Section 3.05(b) and making the Filings referred to in Section 3.05(b), conflict with, or result in any violation of any provision of, any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets, except for, in the case of the Purchased Assets may be boundforegoing clauses (ii) and (iii), except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences matter that would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and would not prevent or that arise as a result materially impede, interfere with or delay the consummation of the transactions contemplated hereby, including the Merger.
(b) No consent, waiver or Permit (“Consent”) of or from, or registration, declaration, notice, submission or filing (“Filing”) made to or with, any facts Governmental Entity is required to be obtained or circumstances relating to Buyer made by the Company, any Company Subsidiary or any other Affiliate of the Company in connection with the Company’s execution and delivery of this Agreement or its performance of its Affiliatescovenants and agreements hereunder or the consummation of the transactions contemplated hereby, including the Merger, except for the following:
(i) (A) the filing with the Securities and Exchange Commission (the “SEC”), in preliminary and definitive form, of the Proxy Statement and (B) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (together with the rules and regulations of the SEC promulgated thereunder, the “Exchange Act”), or the Securities Act of 1933, as amended (together with the rules and regulations of the SEC promulgated thereunder, the “Securities Act”), in each case as may be required in connection with this Agreement or the Merger;
(ii) compliance with, Filings under and the expiration or pursuant termination of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”);
(iii) the filing of the Articles of Merger with the Secretary of State of the State of Indiana;
(iv) (A) the Filing with, and the Consent of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act (the “FPA”), (B) the Filings with, and the Consents of, the Governmental Entities set forth in Section 3.05(b)(iv) of the Company Disclosure Letter and (C) the other Filings and Consents set forth in Section 3.05(b)(iv) of the Company Disclosure Letter (the Consents and Filings set forth in Section 3.05(b)(ii) and this Section 3.05(b)(iv), collectively, the “Company Required Statutory Approvals”);
(v) compliance with and filings required under the rules and regulations of the NYSE; and
(vi) such other Filings and Consents the failure of which to any make or obtain would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material ContractAdverse Effect and would not prevent or materially impede, interfere with or delay the consummation of the Merger.
Appears in 1 contract
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementdo not, nor and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict and compliance with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateterms hereof shall not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, accelerationcancelation or acceleration of any obligation or to loss of a material benefit under, paymentor to increased, cancellation additional, accelerated or terminationguaranteed rights or entitlements of any person under, or result in the creation or imposition of any Encumbrance lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Purchased Assets properties or assets of Buyer or any subsidiary of Buyer under, any provision of (i) under the Certificate of Incorporation or pursuant to By-laws of Buyer or the comparable governing instruments of any Business Agreementsubsidiary of Buyer, Permit, Environmental Permit, or (ii) any other loan agreement, material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or other material instrument or agreement arrangement to which Seller Buyer or any subsidiary of its Affiliates Buyer is a party or by which Seller any of their respective properties or assets are bound, or (iii) any judgment, order, or decree, or material statute, law, ordinance, rule or regulation applicable to Buyer or any subsidiary of its Affiliates Buyer or any their respective properties or assets, other than, in the case of the Purchased Assets may be boundclauses (ii) and (iii) above, except for any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that would not have a material adverse effect on the business, assets, condition (financial or otherwise), results of operations or prospects of Buyer 46 41 or on the ability of Buyer to consummate the transactions contemplated hereby (a "Buyer Material Adverse Effect Effect". No material consent, approval, license, permit, order or that arise as a result of authorization of, or registration, declaration or filing with, any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer or any of its Affiliatessubsidiaries or their respective affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (iiA) compliance with and filings under the HSR Act, if applicable, and (B) compliance with and filings under Section 13(a) or pursuant to any Material Contract15(d), as the case may be, of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Appears in 1 contract
Samples: Stock Purchase Agreement (S a Louis Dreyfus Et Cie Et Al)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller Purchaser of this Agreement or any do not, the execution and delivery by Purchaser of each Ancillary AgreementAgreement to which it is a party will not, nor and the consummation of the Acquisition and the other transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of and thereby and the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any performance by Purchaser of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateobligations hereunder and thereunder will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of Purchaser or any of its Affiliates subsidiaries under, any provision of (i) the certificate of incorporation or by-laws of Purchaser or any of its subsidiaries, (ii) any Contract to which Purchaser or any of its subsidiaries is a party or by which Seller any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its Affiliates subsidiaries or any their respective properties or assets, other than, in the case of the Purchased Assets may be boundclauses (ii) and (iii) above, except for any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that would have not had and could not reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement and the Ancillary Agreements or on the ability of Purchaser to consummate the Acquisition and the other transactions contemplated hereby or thereby (a “Purchaser Material Adverse Effect Effect”). No Consent of or that arise as a result of registration, declaration or filing with any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer Purchaser or any of its Affiliatessubsidiaries in connection with the execution, delivery and performance of this Agreement or (ii) under any Ancillary Agreement or pursuant to any Material Contractthe consummation of the Acquisition or the other transactions contemplated hereby and thereby.
Appears in 1 contract
No Conflicts; Consents. Except as set forth (a) The execution and delivery of this Agreement by Purchaser does not, and the execution and delivery by Purchaser of each Other Transaction Document to which it is, or is specified to be, a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties, or assets of Purchaser under, any provision of (i) its certificate of incorporation or by-laws, (ii) any Contract to which Purchaser is a party or by which any of its properties or assets are bound or (iii) any judgment, order, or decree, or, subject to the matters referred to in paragraph (b) below, statute, law, ordinance, rule or regulation applicable to Purchaser on Schedule 5.3its properties or assets, neither other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the ability of Purchaser to consummate the Acquisition.
(b) No consent, approval, license, permit, order or authorization of or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) those that may be required solely by reason of Seller's or any Selling Affiliates' (as opposed to any other third party's) participation in the failure of which to obtain transactions contemplated hereby or make would not have a Material Adverse Effect or by the Other Transaction Documents and (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or other occurrences that the failure to make which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect or that arise as a result material adverse effect on the ability of any facts or circumstances relating Purchaser to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractconsummate the Acquisition.
Appears in 1 contract
No Conflicts; Consents. Except as set forth (a) The execution and delivery of this Agreement by Purchaser does not, and the execution and delivery by Purchaser of each other Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any provision of (i) its certificate of incorporation or by-laws (or the comparable governing instruments), (ii) any Contract to which Purchaser is a party or by which any of its properties or assets are bound, or (iii) any Order or decree, or, subject to the matters referred to in Section 7.02(b), Law applicable to Purchaser or its properties or assets, other than, in the case of clause (i) above, any such items that would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on Schedule 5.3the ability of Purchaser to consummate the Acquisition.
(b) No consent, neither approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental or Regulatory Authority is required to be obtained or made by or with respect to Purchaser in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, will:
other than such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make which, individually or in the aggregate, (ai) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not be reasonably likely to have a Material Adverse Effect material adverse effect on the ability of Purchaser to consummate the Acquisition or that arise as perform its obligations under this Agreement or the Ancillary Agreements, and (ii) would not give rise to any liability of a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller Party or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any consummation of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractAcquisition.
Appears in 1 contract
No Conflicts; Consents. Except as set forth The execution and delivery by Principal Seller of this Agreement do not, the execution and delivery by Principal Seller of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby and compliance by Principal Seller with the terms hereof and thereof will not conflict with (i) the certificate of incorporation or by-laws of Principal Seller, (ii) any Contract to which Principal Seller is a party or by which any of its properties or assets is bound or (iii) any judgment, order or decree ("Judgment") or statute, law (including common law), ordinance, rule or regulation ("Law") applicable to Principal Seller or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and are not reasonably likely to result in a material adverse effect on Schedule 5.3the ability of Principal Seller to consummate the Acquisition (a "Seller Material Adverse Effect"). No consent, neither approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, any Federal, state, municipal, local or foreign government, or any political subdivision thereof, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required to be obtained or made by or with respect to any Seller in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor Agreement or the consummation of the Acquisition or the other transactions contemplated hereby or and thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than (A) compliance with and filings under the Seller Required Regulatory Approvals andHart-Scott-Rodino Antitrust Improvements Act of 1976, to the extent provided in Section 7.1(gas amended (xxx "XXX Xxx"), the LNG Facility Regulatory DeterminationGerman Act against Restraints of Competition of 1958, require any declarationas amended (the "GARC") and other applicable competition Laws, filing, or registration by Seller or any (B) compliance with and filings under Section 13(a) of its Affiliates with, or notice by Seller or any the Securities Exchange Act of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals 1934 (ithe "Exchange Act") and (C) those the failure of which to obtain be obtained or make would made, individually or in the aggregate, have not have had and are not reasonably likely to result in either a Seller Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any an Acquired Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise (as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractdefined in Section 9.04(b)).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Arch Chemicals Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither (a) Neither the execution, execution and delivery and performance by Seller of this Agreement by Parent or any Ancillary Agreement, Merger Sub nor the consummation of the transactions contemplated hereby or therebyhereby, will:
including the Merger, will (ai) violate or conflict with or result in any breach of Seller’s Governing Documents;
any provision of the respective Charter Documents of Parent or Merger Sub, (ii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (ii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law Law, (iii) violate or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates conflict with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require of any consent or approval provision of, or (with require any consent, waiver or without notice approval or lapse of time result in a default or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, cancellation, modification or result in acceleration (or an event that, with the creation giving of notice, the passage of time or imposition of otherwise, would constitute a default or give rise to any Encumbrance upon such right) under any of the Purchased Assets (i) under terms, conditions or pursuant to provisions of any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement Contract to which Seller Parent or any of its Affiliates Merger Sub is a party or by which Seller Parent or Merger Sub or any of its Affiliates or any of the Purchased Assets their respective properties or assets may be bound, except for or (iv) violate any such violations, conflicts, breaches, consents, approvals, defaults Governmental Order or other occurrences that would not have a Material Adverse Effect Law applicable to Parent or that arise as a result Merger Sub or by which any of any facts or circumstances relating to Buyer its or any of its Affiliatestheir respective assets are bound, or except in the case of clauses (ii) under through (iv), which would not prevent or pursuant materially delay consummation of the transactions contemplated hereby.
(b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby and thereby, including the Merger, by each of Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of the Articles of Merger with the Secretary of State of the States of South Carolina and Delaware and (ii) any such consent, approval, authorization, permit, filing, or notification the failure of which to any Material Contractmake or obtain would not prevent or materially delay consummation of the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Consents. Except (a) Assuming the delivery or receipt, as applicable, by each Seller Party of the Consents set forth on Schedule 5.3in Section 3.03(a) of the Disclosure Schedule, neither the execution and delivery by each Seller Party of this Agreement and each of the Other Transaction Documents to which it is or is specified to be a party and the consummation by each Seller Party of the transactions contemplated hereby and thereby (including the Company Internal Reorganization and the F Reorganization) and the performance by each Seller Party of its other obligations hereunder and thereunder do not or will not (whether with or without the passage of time, the giving of notice or both), as applicable, result in any (i) breach, violation or default by any Seller Party or any member of the Company Group under their respective Organizational Documents, or (ii) (A) material breach, violation or default by any Seller Party, any member of the Company Group or the Business, (B) termination, cancellation, right of revocation, suspension, modification or acceleration of any right or obligation of any Seller Party (or give rise to the right of any Person to assert any such right or obligation), (C) loss of any benefit of any Seller Party, any member of the Company Group or the Business, or the requirement to obtain any consent or provide notice under, or require an Authorization or to make a Filing or (D) creation of any Lien upon any property or asset of any Seller Party, any member of the Company Group or the Business, in each case, under any provision of, (1) any material contract of any Seller Party or Permit of any Seller Party or (2) any Injunction or, subject to the Authorizations and Filings described in Section 3.03(b)(i), applicable Law. (b) No Authorization or Filing is required to be obtained or made by or with respect to any Seller Party in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreementthe Other Transaction Documents, nor the consummation of the transactions contemplated hereby or therebythereby or the compliance by any Seller Party with the terms and conditions hereof and thereof, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) as may be required by the failure of which to obtain or make would not have a Material Adverse Effect or HSR Act, (ii) that arise Filings in connection with the F Reorganization, (iii) as a result may be required solely by reason of any facts or circumstances relating to Buyer or any of its Affiliates; or
Purchaser’s (d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise as opposed to any right of modification, acceleration, payment, cancellation or termination, or result other third party purchaser’s) participation in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or transactions contemplated by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contract.any
Appears in 1 contract
Samples: Stock Purchase Agreement (Driven Brands Holdings Inc.)
No Conflicts; Consents. Except as set forth The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser and each Purchaser Designee of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby and compliance by Purchaser and each Purchaser Designee with the terms hereof and thereof will not conflict with any provision of (i) the organizational documents of Purchaser or any Purchaser Designee, (ii) any Contract to which Purchaser or any Purchaser Designee is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Law applicable to Purchaser, any Purchaser Designee or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and are not reasonably likely to result in a material adverse effect on Schedule 5.3the ability of Purchaser to consummate the Acquisition (a "Purchaser Material Adverse Effect"). No Consent of or registration, neither declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any Purchaser Designee in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor Agreement or the consummation of the Acquisition or the other transactions contemplated hereby or and thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than (A) compliance with and filings under the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g)HSR Act, the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals GARC and other applicable competition Laws and (iB) those the failure of which to obtain be obtained or make would made, individually or in the aggregate, have not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating had and are not reasonably likely to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Purchaser Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material ContractEffect.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Arch Chemicals Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery and performance by Seller Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement to which it is, or any Ancillary Agreementis specified to be, nor a party will not, and the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or and thereby and compliance by Purchaser with the terms hereof and thereof will not conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a default, give rise to under any right provision of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under the articles of incorporation or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller by-laws of Purchaser or any of its Affiliates subsidiaries, (ii) any Contract to which Purchaser or any of its subsidiaries is a party or by which Seller any of their respective properties or assets is bound or (iii) any Order or Law applicable to Purchaser or any of its Affiliates subsidiaries or any their respective properties or assets, other than, in the case of the Purchased Assets may be boundclauses (ii) and (iii) above, except for any such violationsitems that, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect Effect.
(b) No Consent of or that arise as a result of registration, declaration or filing with any facts Governmental Entity is required to be obtained or circumstances relating made by or with respect to Buyer Purchaser or any of its Affiliatessubsidiaries in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby, other than (i) those that may be required solely by reason of the participation of Seller, PB Energy and the Company (as opposed to any other third party) in the transactions contemplated hereby and by the Ancillary Agreements and (ii) under where failure to obtain such a Consent or pursuant registration or to any make such declaration or filing or provide such notice would not, individually or in the aggregate, have had or would reasonably be expected to have a Purchaser Material ContractAdverse Effect.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Telvent Git S A)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the (a) The execution, delivery and performance by Seller CheckFree, HoldCo, and Merger Sub C of this Agreement or any and the Ancillary AgreementAgreements to which it is a party and the transactions contemplated hereby and thereby, nor including without limitation the consummation of the transactions contemplated hereby or therebyTransfers, will:
do not, and will not, (ai) violate or conflict with any provision of Seller’s Governing Documents;
the Certificate of Incorporation or Bylaws of CheckFree, HoldCo, or Merger Sub C, (bii) violate any Law law, rule, regulation, order, writ, injunction, judgment or Order decree of any Governmental Entity applicable to Seller or any of the Purchased AssetsCheckFree, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filingHoldCo, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect Merger Sub C or (iiiii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a violation or breach of, require any consent or approval of, or constitute (with or without due notice or lapse of time or both) constitute a default, default (or give rise to any right of modification, acceleration, paymenttermination, cancellation or terminationacceleration) under, require the payment of any additional compensation (whether as a penalty, liquidated damages or otherwise) to any party with respect thereto, or result in the creation of or imposition of any Encumbrance Lien in favor of any Person upon any of the Purchased Assets (i) under or pursuant to any Business Agreementassets of CheckFree, Permit, Environmental PermitHoldCo, or Merger Sub C under, any other loan agreement, note, bond, indenture, lien, mortgage, indenturelease, permit, guaranty or other agreement, instrument or obligation, oral or written, to which CheckFree, HoldCo, or other material instrument Merger Sub C or agreement to which Seller or any of its Affiliates CheckFree's Subsidiaries is a party or by which Seller or any of its Affiliates assets or any of the Purchased Assets other rights may be bound, except for any such violationsmatters which, conflictsindividually or in the aggregate, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect on CheckFree or that arise as HoldCo.
(b) The execution, delivery and performance by each of CheckFree and HoldCo of this Agreement and each Ancillary Agreement to which it is a result party and the consummation of the transactions contemplated hereby and thereby does not require any facts consent, approval, authorization or circumstances relating to Buyer permit of, or filing with or notification to, any Governmental Entity or any other Person except for (i) the filing and recordation of its Affiliates, or appropriate merger documents as required by the DGCL; (ii) any such consent, approval, authorization, permission, notice or filing which is required under the Securities Act, the Exchange Act and applicable state securities laws; (iii) such filings as may be required under the HSR Act and any applicable foreign antitrust laws; and (iv) any such consent, approval, authorization, permission, notice or pursuant to any filing which, if not obtained or made, would not have a Material ContractAdverse Effect on CheckFree or HoldCo.
Appears in 1 contract
No Conflicts; Consents. Except (a) The execution and delivery of this Agreement and each Other Transaction Document by Purchaser does not, and will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any provision of (i) its certificate of incorporation or by-laws, (ii) the provisions of any of Purchaser’s preferred shares or convertible securities, (iii) any contract to which Purchaser is a party or by which any of its properties or assets are bound or (iv) any judgment, order, or decree, or, subject to the matters referred to in paragraph (b) below, Applicable Laws, except, in the case of clauses (iii) and (iv), as set forth would not have a material adverse effect on Schedule 5.3the ability of Purchaser to consummate the transactions contemplated hereby or under any of the Other Transaction Documents and to perform its obligations under this Agreement and under each of the Other Transaction Document. No vote or approval of the stockholders of Purchaser or any of its Affiliates is required in order to consummate the transactions contemplated by this Agreement or the Other Transaction Documents.
(b) No consent, neither approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its Affiliates in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contract.
Appears in 1 contract
No Conflicts; Consents. (a) Except as set forth on in Schedule 5.33.02(a), neither the execution, execution and delivery and performance by Seller of this Agreement or any Ancillary Agreementby Seller do not, nor and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or therebyresult in any violation of or default (with or without notice or lapse of time, will:
or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or loss of a benefit relating to the Business under, or result in the creation of any Lien (aother than Permitted Liens) violate or conflict with upon any of Seller’s Governing Documents;
the Purchased Assets under, any provision of (bi) violate any Law the Certificate of Incorporation or Order applicable to By-laws of Seller or any of its subsidiaries, (ii) assuming the obtaining of all required consents, any agreement or obligation to which Seller or any of its subsidiaries is a party or by which any of the Purchased AssetsAssets are bound or (iii) any applicable judgment, except for any injunction, order or decree, or statute, law, ordinance, rule or regulation, in each case other than such violations of Law as, individually or Order that in the aggregate, would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;Effect.
(cb) other than the Seller Required Regulatory Approvals andNo material consent, to the extent provided in Section 7.1(g)approval, the LNG Facility Regulatory Determinationlicense, require any declarationpermit, filingorder or authorization of, or registration by Seller registration, declaration or any of its Affiliates filing with, any Governmental Entity is required to be obtained or notice made by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates ofsubsidiaries in connection with the execution, any Governmental Entitydelivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals other than (i) compliance with and filings under the failure of which to obtain or make would not have a Material Adverse Effect or HSR Act, if applicable, (ii) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) compliance with and filings and notifications under applicable Environmental Laws, (iv) compliance with any notices, motions, orders or approvals required by the Bankruptcy Court or the Bankruptcy Code and the rules thereunder, (v) those set forth on Schedule 3.02(a) and (vi) those that arise as a result may be required solely by reason of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result Buyers' participation in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contracttransactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anchor Glass Container Corp)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, The execution and delivery and performance by Seller DBC of this Agreement or any and each Ancillary Agreement, nor Agreement to which it is a party and the consummation of the DBC Contribution and the other transactions contemplated hereby or thereby, will:
(a) violate or and thereby and compliance by DBC with the terms hereof and thereof do not conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict with, result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or give rise to any a right of modificationtermination, acceleration, payment, cancellation cancelation or terminationacceleration of any obligation or to loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets (i) under properties or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller assets of DBC or any of its Affiliates subsidiaries under, any provision of (i) the certificate of incorporation or by-laws of DBC or any of its subsidiaries, (ii) any Contract to which DBC or any of its subsidiaries is a party or by which Seller any of their respective properties or assets is bound or (iii) any judgment, order or decree ("Judgment") or statute, law, ordinance, rule or regulation ("Applicable Law") applicable to DBC or any of its Affiliates subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a DBC Material Adverse Effect. No consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of the Purchased Assets may be boundcompetent jurisdiction, except for any such violations, conflicts, breaches, consents, approvals, defaults administrative agency or commission or other occurrences that would not have governmental authority or instrumentality, domestic or foreign (a Material Adverse Effect "Governmental Entity"), is required to be obtained or that arise as a result of any facts made by or circumstances relating with respect to Buyer DBC or any of its Affiliatessubsidiaries in connection with (A) the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the DBC Contribution or the other transactions contemplated hereby and thereby or (iiB) under or pursuant to any Material Contractthe conduct by the Company of the Business following the Closing as conducted on the date hereof.
Appears in 1 contract
Samples: Contribution Agreement (Pearson Inc)
No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, (a) The execution and delivery by each of Parent and performance by Seller Merger Sub of this Agreement or any Ancillary Agreementand the Statutory Merger Agreement do not, nor and the performance by each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation of the Merger and the other transactions contemplated hereby or thereby, will:
(a) violate or conflict with any of Seller’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of by this Agreement and the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
(c) other than the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not have a Material Adverse Effect or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violateStatutory Merger Agreement will not, conflict with, or result in a breach of, require any consent violation of or approval of, or default (with or without notice or lapse of time time, or both) constitute a defaultunder, or (solely with respect to clause (ii) below) give rise to any a right of modification, acceleration, paymenttermination, cancellation or terminationacceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation or imposition of any Encumbrance Lien upon any of the Purchased Assets properties or assets of Parent, Merger Sub or any of their respective Affiliates under, any provision of (i) under the governing or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller organizational documents of Parent; Merger Sub or any of its their respective Affiliates; (ii) any Contract to which Parent; Merger Sub or any of their respective Affiliates is a party or by which Seller any of their respective properties or assets is bound; or (iii) subject to the filings and other matters referred to in Section 4.03(b), any Permit, Order or Law, in each case, applicable to Parent; Merger Sub or any of its their respective Affiliates or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.
(b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity, is required to be obtained or made by or with respect to Parent; Merger Sub or any of their respective Affiliates in connection with the Purchased Assets may execution and delivery of this Agreement or the Statutory Merger Agreement or its performance of its obligations hereunder or thereunder or the consummation of the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, other than (i) (A) compliance with and filings under the HSR Act, (B) approvals and filings with any Governmental Entities as set forth in Section 4.03 of the Parent Disclosure Letter, and (C) such other Consents as are required to be boundmade or obtained under (1) any non-U.S. antitrust, except for any such violationscompetition, conflictstrade regulation, breaches, consents, approvals, defaults foreign investment or other occurrences that would not have a Material Adverse Effect similar Laws or that arise as a result (2) applicable state securities or “blue sky” Laws and the securities Laws of any facts or circumstances relating foreign country, in each case in order to Buyer or any of its Affiliates, or complete the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement; (ii) under or executing and delivering the Statutory Merger Agreement; (iii) the filing of the Merger Application with the Registrar pursuant to any the Bermuda Companies Act and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; and (iv) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material ContractAdverse Effect.
Appears in 1 contract
No Conflicts; Consents. Except (a) Assuming the delivery or receipt, as applicable, by Seller of the Consents set forth on Schedule 5.3in Section 3.03(a) of the Disclosure Schedule, neither the execution, execution and delivery by each Selling Entity of this Agreement and each of the Other Transaction Documents to which it is specified to be a party and the consummation by each Selling Entity and the Company of the transactions contemplated hereby and thereby and the performance by each Selling Entity and the Company of their respective other obligations hereunder and thereunder do not or will not, as applicable, conflict with, or result in any (i) violation or default by such Selling Entity or any of its applicable subsidiaries, (ii) termination, cancellation or acceleration of any right or obligation of such Selling Entity or any of its applicable subsidiaries, (iii) loss of any benefit of such Selling Entity or any of its applicable subsidiaries or (iv) creation of any Lien (other than any Permitted Lien) upon any property or asset of such Selling Entity or any of its applicable subsidiaries or under any provision of, (A) the organizational documents of such Selling Entity or any of its applicable subsidiaries, (B) any material Contract of such Selling Entity or any of its applicable subsidiaries or (C) any Injunction or, subject to the Authorizations and Filings described in Section 3.03(b), applicable Law, other than, in the case of each of clauses (A) (with respect to organizational documents of the subsidiaries of Seller (other than the Company or the other Selling Entities)), (B) and (C), any such violation, default, termination, cancellation, acceleration, loss of benefit or creation of a Lien that (x) would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect and (y) would not reasonably be expected to prevent or materially delay the consummation of the Acquisition.
(b) No Authorization or Filing is required to be obtained or made by or with respect to each Selling Entity in connection with the execution and delivery of this Agreement or any Ancillary Agreementthe Other Transaction Documents to which it is specified to be a party, nor the consummation of the transactions contemplated hereby or therebythereby or the compliance by such Selling Entity with the terms and conditions hereof and thereof, will:
other than (ai) violate as may be required by the HSR Act or conflict with any the notification to the NSIA, (ii) as may be required solely by reason of SellerPurchaser’s Governing Documents;
(b) violate any Law or Order applicable to Seller or any of the Purchased Assets, except for any such violations of Law or Order that would not have a Material Adverse Effect or that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates;
’ participation in the transactions contemplated by any of the Transaction Documents, (ciii) other than as may be required by the Seller Required Regulatory Approvals and, to the extent provided in Section 7.1(g)rules or regulations of any applicable securities exchange or listing authority and (iv) such Authorizations or Filings, the LNG Facility Regulatory Determination, require any declaration, filingabsence of which, or registration by Seller or any of its Affiliates with, or notice by Seller or any of its Affiliates to, or authorization, consent, or approval with respect to Seller or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make be made, (x) would not have a Material Adverse Effect reasonably be expected to, individually or (ii) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates; or
(d) violate, conflict within the aggregate, result in a breach of, require any consent or approval of, or (with or without notice or lapse of time or both) constitute a default, give rise to any right of modification, acceleration, payment, cancellation or termination, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets (i) under or pursuant to any Business Agreement, Permit, Environmental Permit, or any other loan agreement, note, bond, mortgage, indenture, or other material instrument or agreement to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of the Purchased Assets may be bound, except for any such violations, conflicts, breaches, consents, approvals, defaults or other occurrences that would not have a Company Material Adverse Effect and (y) would not reasonably be expected to prevent or that arise as a result materially delay the consummation of any facts or circumstances relating to Buyer or any of its Affiliates, or (ii) under or pursuant to any Material Contractthe Acquisition.
Appears in 1 contract