Common use of Absence of Defaults and Conflicts Resulting from the Transactions Clause in Contracts

Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of this Agreement and the issuance and sale of the Offered Securities, and the Conversion, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except, with respect to each of clauses (ii) (but solely with respect to statutes, rules, regulations and orders excluding federal securities laws) and (iii), such breaches, violations, defaults, Debt Repayment Triggering Events, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Sportsman's Warehouse Holdings, Inc.)

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Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of this Agreement and the Transaction Documents by each of the applicable Energy Transfer Entities, the issuance and sale of the Offered Securities, Securities by the Partnership and the Conversion, compliance with the terms and provisions thereof does not and will not (i) violate the Organizational Documents of the applicable Energy Transfer Entities or (ii) result in a breach or violation of any of the terms and provisions of, or constitute a default under, nor has any event occurred that with notice, lapse of time or both would result in any breach or violation of or constitute a default under, or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Company Energy Transfer Entities or any of its subsidiaries the Subsidiaries pursuant toto the Organizational Documents, (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries applicable Energy Transfer Entity, Subsidiary or any of their properties, or any Agreements and Instruments (iii) any agreement or instrument other than pursuant to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except, with respect to each of clauses (ii) (but solely with respect to statutes, rules, regulations and orders excluding federal securities laws) and (iiiExisting Indebtedness), such except for breaches, violations, defaults, Debt Repayment Triggering Events, liens, charges defaults or encumbrances violations that would not, individually or in the aggregate, have result in a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company applicable Energy Transfer Entities or any of its their respective subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Energy Transfer Equity, L.P.)

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Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of the Indenture (including the Guarantees contained therein), the Offered Securities and this Agreement and Agreement, the issuance and sale of the Offered Securities, Securities and the ConversionGuarantees and compliance with the terms and provisions hereof and thereof, in each case, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Guarantors or any of its their respective subsidiaries pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company Company, the Guarantors or any of its their respective subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or Company, the Guarantors, any of its their respective subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company Company, the Guarantors or any of its their respective subsidiaries is a party or by which the Company Company, the Guarantors or any of its their respective subsidiaries is bound or to which any of the properties of the Company Company, the Guarantors or any of its their respective subsidiaries is subject, except, with respect except in each case (other than in relation to each any of clauses the foregoing under such charter or by-laws (ii) (but solely with respect to statutes, rules, regulations and orders excluding federal securities laws) and (iiior similar organizational documents)), for any such breachesbreach, violations, defaults, Debt Repayment Triggering Events, liens, charges violation or encumbrances that default as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Guarantors or any of its their respective subsidiaries.

Appears in 1 contract

Samples: Purchase Agreement (Chemours Co)

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