Absence of Conflicts; Consents. (a) The execution and delivery by such Contributor of this Agreement and each other Transaction Document to which such Contributor is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by such Contributor with any of the provisions hereof and thereof does not and will not, (i) constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a Lien on any of the properties or assets of such Contributor, with respect to any Contract or other obligation to which such Contributor is a party or by which such Contributor or any of its assets or properties is bound or subject, except for such defaults, rights of termination, cancellation, amendment or acceleration, or Liens that would not reasonably be expected to have a Material Adverse Effect on the ability of such Contributor to perform its obligations under this Agreement or any of the other Transaction Documents to which he is a party or the business of such Contributor or (ii) conflict with or violate in any material respect any Law applicable to or binding on such Contributor or by which any of such Contributor’s assets or properties is bound or subject.
Absence of Conflicts; Consents. (a) Assuming that the Acquired Entity Approvals have been obtained and that the filings and notifications described in Section 6.04(b) have been made, the execution and delivery by Contributors of this Agreement and the execution and delivery of each of the other Transaction Documents to which any Contributor or Acquired Entity is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by each Contributor and each such Acquired Entity with any of the provisions hereof and thereof does not and will not (i) conflict with or violate the Organizational Documents of any Acquired Entity, (ii) constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a Lien, other than any Permitted Lien, on any of the properties or assets of any Acquired Entity, with respect to any Contract or other obligation to which any Acquired Entity is party or by which any Acquired Entity or any of its assets or properties is bound or subject, (iii) conflict with or violate in any material respect any Law applicable to or binding on any Acquired Entity or by which any Acquired Entity’s assets or properties are bound or subject, or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of a Lien, other than any Permitted Lien, on any of the Acquired Interests or the Acquired Assets.
Absence of Conflicts; Consents. (a) The execution and delivery by Acquirer of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not (i) conflict with or violate the Organizational Documents of Acquirer, (ii) constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a Lien on any of the properties or assets of Acquirer, with respect to any Contract or other obligation to which Acquirer is a party or by which Acquirer or any of its assets or properties is bound or subject, except for any such defaults, rights of termination, cancellation, amendment, or acceleration, payments, rights or Liens that would not reasonably be expected to have an adverse effect on the ability of Acquirer to perform its obligations under this Agreement or any other Transaction Document or (iii) conflict with or violate in any material respect any Law applicable to or binding on Acquirer or by which Acquirer’s assets or properties are bound or subject, except for any such violations that would not reasonably be expected to have an adverse effect on the ability of Acquirer to perform its obligations under this Agreement or any other Transaction Document.
Absence of Conflicts; Consents. Except as set forth in ------------------------------- Schedule 2.05, neither the execution and delivery by the Company of this Agreement and the Articles of Merger nor the consummation by the Company of the transactions contemplated hereby and thereby will:
Absence of Conflicts; Consents. Neither the execution ------------------------------- and delivery by Parent of this Agreement nor the consummation by Parent of the transactions contemplated hereby will:
Absence of Conflicts; Consents. Neither the execution ------------------------------- and delivery by Acquisition Sub of this Agreement nor the consummation by Acquisition Sub of the transactions contemplated hereby will:
Absence of Conflicts; Consents. (a) The execution and delivery by such Torus Party of this Agreement does not, and the consummation of the transactions contemplated hereby and the compliance by such Torus Party with any of the provisions hereof does not and will not, (i) constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a Lien on any of the properties or assets of such Torus Party, with respect to any Contract or other obligation to which such Torus Party is party or by which such Torus Party or any of its assets or properties is bound or subject, except for such defaults, rights of termination, cancellation, amendment or acceleration, or Liens that would not reasonably be expected to have a material adverse effect on the ability of such Torus Party to perform its obligations under this Agreement or (ii) conflict with or violate in any material respect any Law applicable to or binding on such Torus Party or by which any of such Torus Party’s assets or properties is bound or subject.
Absence of Conflicts; Consents. (i) The execution and delivery of this Agreement and the Note by the Company does not, and the consummation of the transactions contemplated hereby and thereby (in each case, with or without the passage of time or the giving of notice), will not, directly or indirectly, (A) violate the provisions of any of the charter documents of the Company, (B) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any contract to which the Company is a party or by which the Company or any of its assets is bound, (C) violate or conflict with any law, authorization or governmental order applicable to the Company, or give any governmental entity or other person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such law, authorization or governmental order, or (D) result in the creation of any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance (collectively, "Liens") upon any of the assets owned or used by the Company, except for any such violations, conflicts, defaults and events referred to in clause (B) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clauses (C) and (D) that would not in the aggregate be material to the Company.
Absence of Conflicts; Consents. Neither the execution and delivery of this Agreement or any other Transaction Document by Buyer, nor the consummation of the Transactions or compliance by Buyer with any of the provisions hereof or thereof, will (a) violate or breach the terms of, cause a default under, conflict with, result in the loss by Buyer of any rights or benefits under, impose on Buyer any additional or greater burdens or obligations under, create in any other Person additional or greater rights or benefits under, create in any other Person the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase right, right of first refusal, right of first offer or similar right under (i) any applicable Legal Requirement, (ii) the Organizational Documents of Buyer, (iii) 34 any Contract to which Buyer is a party or by which Buyer, or any of its properties or assets, is bound, or (b) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clause (a) of this Section 6.4, in each case, other than with respect to Section 6.4(a)(ii), except as would not have a material adverse effect on Buyer’s ability to consummate the Transactions or otherwise perform its obligations under this Agreement or any other Transaction Documents. Except with respect to the filings, notices, waiting periods or approvals required by (i) the Xxxx Xxxxx Xxxxxx Act, (ii) other filings required under federal or state securities Legal Requirements, and (iii) NYSE rules and regulations, Buyer’s execution, delivery, and performance of this Agreement (and the other Transaction Documents to be executed and delivered by Buyer, and the Transactions) is not and will not be subject to any consent, approval, or waiver from, or require any registration, declaration, notice, or filing with, any Governmental Authority or any other third party, except those that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer’s ability to consummate the Transactions or otherwise perform its obligations under this Agreement or any other Transaction Documents.
Absence of Conflicts; Consents. (a) Assuming that the Acquired Entity Approvals have been obtained and that the filings and notifications described in Section 6.04
