Conflicts and Approvals. Assuming the accuracy of Seller’s representations and warranties and except for (a) the receipt of the Buyer Third Person Consents set forth on Section 4.3(a) of the Disclosure Schedules and (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on Section 4.3(b) of the Disclosure Schedules, neither the execution and delivery by Buyers of this Agreement or the Other Agreements to which Buyers are a party, nor the performance by Buyers of their obligations hereunder or thereunder will (A) violate or breach the terms of or cause a default event of default or right for any Person to accelerate, terminate, modify or cancel under (i) any Law applicable to Buyers, (ii) the certificate of organization or bylaws or other organizational documents of Buyers, (iii) any Authorizations or Judgments binding on Buyers or to which any of their assets are subject or (iv) any material contract of Buyers or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.3, except for any matters described in this Section 4.3 that would not reasonably be expected to materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers to execute, deliver and perform its obligations under this Agreement or any Other Agreement to which Buyers are a party.
Conflicts and Approvals. Assuming the accuracy of Seller’s representations and warranties and except for (a) the receipt of the Buyer Third Person Consents set forth on Section 5.3(a) of the Disclosure Schedules and (b) the effectuation of all filings required under the HSR Act, with CFIUS and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on Section 5.3(b) of the Disclosure Schedules, neither the execution and delivery by Buyer of this Agreement or the Other Agreements to which Buyer is a party, nor the performance by Buyer of its obligations hereunder or thereunder will (A) violate or breach the terms of or cause a default under (i) any Law applicable to Buyer, (ii) the certificate of incorporation or bylaws of Buyer, (iii) any Authorizations or Judgments binding on Buyer or to which any of its assets are subject, or (iv) any Material Contract of Buyer or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 5.3, except for any matters described in this Section 5.3 that would not reasonably be expected to materially and adversely affect the ability of Buyer to execute, deliver and perform its obligations under this Agreement and the Other Agreements.
Conflicts and Approvals. Neither the execution and delivery by Seller of this Agreement nor the performance by Seller of its obligations hereunder will (A) violate or breach the terms of or cause a default under (i) any Law applicable to Seller, CITGO LP or CITGO GP, (ii) the certificate of incorporation or bylaws of Seller, CITGO LP or CITGO GP or (iii) any contract or agreement to which Seller, CITGO LP or CITGO GP is a party or by which any of their respective properties or assets are bound or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 3.3.
Conflicts and Approvals. Neither the execution and delivery by Buyer of this Agreement nor the performance by Buyer of its obligations hereunder will (A) violate or breach the terms of or cause a default under (i) any Law applicable to Buyer, Newco A or Newco, (ii) the certificate of incorporation or by-laws of Buyer, Newco A or Newco or (iii) any contract or agreement to which Buyer, Newco A or Newco is a party or by which any of their respective properties or assets are bound or (B), with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.3.
Conflicts and Approvals. Except as required in connection with the HSR Act, neither the execution and delivery by Buyer of this Agreement nor the performance by Buyer of its obligations hereunder will (a) violate or breach the terms of or cause a default under (i) any Law applicable to Buyer, (ii) the certificate of incorporation or by-laws or other organizational documents of Buyer, or (iii) any contract or agreement to which Buyer is a party or by which it or any of its properties or assets is bound or (b), with the passage of time, the giving of notice, or the taking of any action by a third Person, have any of the effects set forth in clause (a) of this Section 5.3, except in each case for any matters described in this Section 5.3 that would not reasonably be expected to have a Material Adverse Effect with respect to Buyer or the ability of Buyer to perform its obligations under this Agreement.
Conflicts and Approvals. Assuming the accuracy of the representations and warranties set forth in Section 4.3, except as set forth in Section 3.4 of the Seller Disclosure Schedule, neither the execution and delivery by Seller of this Agreement or any of the Seller Transaction Documents nor the performance by Seller of its obligations hereunder or thereunder will (A) violate or breach the terms of, cause a default under or give any Person any right to exercise any remedy or obtain any relief under (i) any Law applicable to Seller or CITERCO, (ii) Seller’s partnership agreement or CITERCO’s organizational documents or (iii) any Material Contract or any material Contract to which CITERCO is a party or by which any of its properties or assets is bound, (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 3.4, (C) constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation, or result in a loss of any benefit to which Seller or CITERCO is entitled under any provision of any Contract binding upon Seller or CITERCO, (D) 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 hereby or to exercise any remedy or obtain any relief under, any applicable laws and regulations or any order issued by any Governmental Authority to which Seller, CITERCO or any of the Transferred Assets or CITERCO Agreements may be subject or (E) result in the creation or imposition of any Lien on any Assets or any assets of CITERCO, except for Permitted Liens.
Conflicts and Approvals. Assuming the accuracy of Seller’s representations and warranties set forth in Section 3.4, as of the date hereof, neither the execution and delivery by Buyer of this Agreement nor the performance by Buyer of its obligations hereunder will, to the Knowledge of Buyer, (A) violate or breach the terms of or cause a default under (i) any Law applicable to Buyer, (ii) the organizational documents of Buyer or (iii) any contract or agreement to which Buyer is a party or by which it or any of its properties or assets is bound or (B), with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.3, except for any matters described in this Section 4.3 that would not reasonably be expected to have a Buyer Material Adverse Effect.
Conflicts and Approvals. Except (a) as required in connection with the HSR Act, (b) for the receipt of the Third Person Consents set forth in Section 3.3(b) of the Disclosure Schedule, and (c) for the effectuation of the filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth in Section 3.3(c) of the Disclosure Schedule, neither the execution and delivery by Seller of this Agreement nor the performance by Seller of its obligations hereunder will (A) violate or breach the terms of or cause a default under (i) any Law applicable to Seller, (ii) the Certificate of Incorporation or By- Laws or other organizational documents of Seller, or (iii) any Material Contract or (B) with the passage of time, the giving of notice, or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 3.3, except for any matters described in this Section 3.3 that would not reasonably be expected to have a Material Adverse Effect with respect to (x) Seller and its Transferred Subsidiary, taken as a whole, (y) the Business, or (z) the ability of Seller to perform its obligations under this Agreement.
Conflicts and Approvals. Assuming the accuracy of Buyer’s representations and warranties set forth in Section 5.3, and except for (a) the receipt of the Third Person Consents set forth on Schedule 3.3(a) and (b) the effectuation of the filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on Schedule 3.3(b), neither its execution and delivery of this Agreement nor its performance of its obligations hereunder will (A) violate or breach the terms of or cause a default under (i) any Law applicable to it, (ii) the certificate of incorporation, bylaws or limited liability company agreement of it or (iii) any material contract or material agreement to which it is a party or by which any of its properties or assets are bound or (B) with the passage of time, the giving of notice or the taking of any action by a third Person have any of the effects set forth in clause (A) of this Section 3.3.
Conflicts and Approvals. Subject to the second sentence of this Section 5.2(c), the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with or result in any violation, breach or termination of, or default or loss of a material benefit under, permit the acceleration of any obligation under, require the giving of notice or obtaining consent under, or result in the creation of any material lien, charge or encumbrance on any property or assets under, any provision of the Articles of Incorporation or Bylaws of Heritage or HBC, or any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to either of them or their respective properties, other than any such conflicts, violations or defaults which (i) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Heritage or HBC in connection with the execution and delivery of this Agreement or the consummation by Heritage and HBC of the transactions contemplated hereby or thereby except for: (a) the filing and approval of all required regulatory applications or notifications by Heritage, Diablo and/or HBC for approval of the transactions contemplated by this Agreement; (b) the filing by Heritage of the Form S-4, which Diablo shall include the Proxy Statement for use in connection with the Diablo Shareholders’ Meeting and the SEC’s order declaring the Form S-4 effective; (c) the filing of the Merger Agreement and certificates of merger with respect to the Merger with the California Secretary of State and Commissioner; (d) filings and approval with and from the DFI and FRB, and (e) any filings, approvals or no-action letters with or from state securities authorities.
