Absence of Restrictions; Required Consents. Neither (1) the execution, delivery or performance by Crossbox or Merger Sub of this Agreement or any of Crossbox Related Agreements, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of Crossbox Related Agreements, will directly or indirectly (with or without notice or lapse of time or both):
(a) contravene, conflict with or result in a violation of any of the provisions of Crossbox Constituent Documents or the Merger Sub Constituent Documents;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of Crossbox Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Crossbox or Merger Sub, or any of the assets owned, used or controlled by Crossbox and Merger Sub, is subject, other than such contravention, conflict or violation which would not, individually or in the aggregate, have a Crossbox Material Adverse Effect;
(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Crossbox or Merger Sub or that otherwise relates to the business of Crossbox or Merger Sub or to any of the assets owned, used or controlled by Crossbox or Merger Sub; or
(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Crossbox Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Crossbox Contract or (ii) modify, terminate, or accelerate any right, liability or obligation of Crossbox or Merger Sub under any such Crossbox Contract, or charge any fee, penalty or similar payment to Crossbox or Merger Sub under any such Crossbox Contract, other than such contravention, conflict or violation which would not, individually or in the aggregate, have a Crossbox Material Adverse Effect. No filing with, notice to or consent from any Person is required in connection with (i) the execution, delivery or performance of this Agreement or any of Crossbox Related Agreements or (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of Crossbox Related Agreements, except for (1) Cro...
Absence of Restrictions; Required Consents. Neither (1) the execution, delivery or performance by the Purchaser of this Agreement or any of the Purchaser Related Agreements, nor (2) the consummation of transactions contemplated by this Agreement or any of the Purchaser Related Agreements, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Purchaser Constituent Documents;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Purchaser, or any of the assets owned, used or controlled by the Purchaser, is subject.
(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Purchaser or that otherwise relates to the business of the Purchaser or to any of the assets owned, used or controlled by the Purchaser; or
(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Contract of the Purchaser, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract of the Purchaser, or (ii) modify, terminate, or accelerate any right, liability or obligation of the Purchaser under any such Contract of the Purchaser, or charge any fee, penalty or similar payment to the Seller under any such Contract of the Purchaser.
Absence of Restrictions; Required Consents. Neither (1) the execution, delivery or performance by the Purchaser of this Agreement or any of the Purchaser Related Agreements, nor (2) the consummation of transactions contemplated by this Agreement or any of the Purchaser Related Agreements, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Purchaser Constituent Documents;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Purchaser, or any of the assets owned, used or controlled by the Purchaser, is subject; or
(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Purchaser or that otherwise relates to the business of the Purchaser or to any of the assets owned, used or controlled by the Purchaser.
Absence of Restrictions; Required Consents. Neither the execution, delivery or performance by the Purchaser or Parent of this Agreement or any of the Purchaser Related Agreements, nor the consummation of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements, will directly or indirectly (with or without the giving of notice or the lapse of time or both): (a) violate or conflict with any Purchaser Constituent Document or Parent Constituent Document or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser or Parent.
Absence of Restrictions; Required Consents. Neither (1) the execution, delivery or performance by the Purchaser or the Canadian Purchaser of this Agreement or any of the Purchaser Related Agreements, nor (2) the consummation of transactions contemplated by this Agreement or any of the Purchaser Related Agreements, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Purchaser Constituent Documents;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Purchaser, or any of the assets owned, used or controlled by the Purchaser, is subject.
(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Purchaser or that otherwise relates to the business of the Purchaser or to any of the assets owned, used or controlled by the Purchaser; or
(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Contract of the Purchaser, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract of the Purchaser, or (ii) modify, terminate, or accelerate any right, liability or obligation of the Purchaser under any such Contract of the Purchaser, or charge any fee, penalty or similar payment to the Seller under any such Contract of the Purchaser.
Absence of Restrictions; Required Consents. Neither (1) the execution, delivery or performance by Parent or Merger Sub of this Agreement or any of the Parent Related Agreements, nor (2) the consummation of transactions contemplated by this Agreement or any of the Related Agreements, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Parent Constituent Documents or the Merger Sub Constituent Documents; or
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Parent Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Parent or Merger Sub, or any of the assets owned, used or controlled by Parent and Merger Sub, is subject.
Absence of Restrictions; Required Consents. Neither (x) the execution, delivery or performance by the Purchaser of this Agreement or any of the Purchaser Related Agreements, nor (y) the consummation of transactions contemplated by this Agreement or any of the Purchaser Related Agreements, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the certificate of formation or operating agreement of the Purchaser;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements or to exercise any remedy or obtain any relief under, any Law or any Order to which the Purchaser, or any of the assets owned, used or controlled by the Purchaser, is subject; or
(c) contravene, conflict with or result in a violation or breach of, or result in a default under, or require the approval or consent of any Person (including any Governmental Body) under, any provision of any Contract of the Purchaser, except where such violation or conflict or the failure of the Purchaser to obtain such approval or consent would not have a material adverse effect on the Purchaser’s ability to consummate or perform the transactions contemplated hereby or thereby. No filing with, notice to or consent from any Person is required in connection with (i) the execution, delivery or performance by the Purchaser of this Agreement or any Purchaser Related Agreement to which it is a party, or (ii) the consummation by the Purchaser of the transactions contemplated by this Agreement or any such Purchaser Related Agreement.
Absence of Restrictions; Required Consents. Neither (i) the execution, delivery or performance of this Agreement or any of the Purchaser Related Agreements, nor (ii) the consummation of transactions contemplated by this Agreement or any of the Purchaser Related Agreements will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of Purchaser Charter Documents; or
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Purchaser, or any of the assets owned, used or controlled by Purchaser, is subject.
Absence of Restrictions; Required Consents. Neither (i) the execution, delivery or performance of this Agreement, nor (ii) the consummation of the transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the DDHC Charter Documents; or
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which DDHC, or any of the assets owned, used or controlled by DDHC, is subject.
Absence of Restrictions; Required Consents
