Conflicts and Consents. (a) Except as set forth in Schedule 4.5(a) and subject to any default, acceleration or similar event which could occur as a result of the filing of a Bankruptcy Case after the Execution Date, assuming the making of the filings and notifications, and receipt of the consents, waivers, approvals, Orders, Permits, Contracts and authorizations, contemplated by Section 5.4(b)), none of the execution and delivery by the Seller of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof, will conflict with, result in any violation of or default, result in any acceleration or loss of obligations or rights, or result in the payment of additional fees or penalties (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or by-laws of the Seller, (ii) any Material Contract to which the Seller is a party, (iii) any Order of any Governmental Body applicable to the Seller or by which any of the properties or assets of the Seller are bound or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby.
(b) Subject to any approval required in a Bankruptcy Case, except as set forth on Schedule 4.5(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Seller in connection with the execution and delivery of this Agreement or the Seller Documents or the compliance by the Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, other than (i) to the extent applicable, FINRA and other applicable Self-Regulatory Organization notifications or consents, (ii) compliance with the applicable requirements of the HSR Act and (iii) those the failure of which to obtain or make would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby.
Conflicts and Consents. The execution and delivery by Selenix of this Agreement and the consummation of the transactions contemplated hereby will not (a) result in the loss or impairment of any of the Assets or (b) conflict with (i) any provision of the charter document or bylaws of Selenix, each as amended to date, (ii) contracts, covenants, arrangements, agreements, instruments, commitments, purchase orders or licenses to which Selenix or any of its properties or assets (including intangible assets) is subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Selenix or any of its properties or assets (tangible and intangible). It is not necessary for Selenix to take any action or to obtain any approval, consent or release by or from any Third Party, governmental or other, to enable Selenix to enter into or perform its obligations under this Agreement.
Conflicts and Consents. (a) Except as set forth in Schedule 3.3(a), the execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, and the consummation by each of Seller and SEACOR of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or constitute a violation of or default or event of default under (or any event that, with notice or lapse of time or both, would constitute a default or event of default under), 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 Organizational Documents of Seller, SEACOR, the Company or its Subsidiary or (B) any mortgage, indenture, loan agreement, bond, deed of trust, other agreement, commitment or obligation for the borrowing of money or the obtaining of credit or other material agreement to which Seller, SEACOR, the Company or its Subsidiary is a party or by which it may be bound or (ii) conflict with any Law or Order applicable or relating to Seller, SEACOR, the Company or its Subsidiary or to the Purchased Equity, other than, in the case of clause (ii), any conflicts, violations or defaults that would not reasonably be expected to have a Material Adverse Effect.
(b) Except (i) as set forth in Schedule 3.3(b) and (ii) for any Consents where the failure to obtain such Consents, either in any individual case or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Consent of any Governmental Entity or other Person is required to be obtained in connection with the execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, or consummation by each of Seller and SEACOR of the transactions contemplated hereby or thereby.
Conflicts and Consents. The execution and delivery of this Agreement and the other Buyer Documents, the fulfillment of and the compliance with the respective terms and provisions of each, and the consummation of the transactions described in each, do not and will not conflict with or violate any law, ordinance, regulation, order, award, judgment, injunction or decree applicable to Buyer, or conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of Buyer’s organizational documents, or any contract, agreement, lease, commitment, or understanding to which Buyer is a party or by which Buyer is bound.
Conflicts and Consents. The Investors hereby represent and warrant to the Operating Partnership that the execution, delivery and performance of this Agreement by such Investors does not and will not violate or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement, indenture or other instrument to which the Investors are a party or by which any of their property is bound, or any judgment, decree, order, writ, award or injunction of any court, governmental body or arbitrator, or any law, rule or regulation applicable to the Investors.
Conflicts and Consents. The execution and delivery by WPZS of this Agreement and the performance by WPZS of the transactions contemplated in it will not violate any federal, state or local law, rule or regulation, or conflict with or result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or constitute an event or condition that would permit termination or acceleration of the maturity of, the Articles of Incorporation, bylaws or partnership agreement of WPZS (as applicable) or any indenture, mortgage, lease, agreement or other instrument or obligation to which WPZS is a party or by which it may be bound whose termination or acceleration would materially adversely affect the ability of WPZS to perform its obligations under this Agreement. No approval, authorization, consent or other order or action of, or filing or registration with, any person, entity or governmental authority is required for the execution and delivery by WPZS of this Agreement.
Conflicts and Consents. The execution and delivery by Anxxxxxx xf this Agreement and the consummation of the transactions contemplated hereby will not (a) result in the loss or impairment of any of the Assets or (b) conflict with (i) any provision of the charter document or bylaws of Anxxxxxx, each as amended to date, (ii) contracts, covenants, arrangements, agreements, instruments, commitments, purchase orders or licenses to which Anxxxxxx xr any of its properties or assets (including intangible assets) is subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Anxxxxxx xr any of its properties or assets (tangible and intangible). It is not necessary for Anxxxxxx xo take any action or to obtain any approval, consent or release by or from any Third Party, governmental or other, to enable Anxxxxxx xo enter into or perform its obligations under this Agreement.
Conflicts and Consents. Except as set forth on Schedule 2.3, the execution and delivery of this Agreement and the other Seller Documents to which it is a party, the fulfillment of and the compliance with the respective terms and provisions of each, and the consummation of the transactions described in each, do not and will not conflict with or violate any law, ordinance, regulation, order, award, judgment, injunction or decree applicable to Seller, or conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of Seller’s articles of incorporation or bylaws, or any contract, agreement, lease, commitment, or understanding to which Seller is a party or by which Seller is bound.
Conflicts and Consents. The execution and delivery by the Investor of this Agreement and the other agreements contemplated hereby, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby does not and will not (i) conflict with or result in a violation of the Investor Charter Document or the Investor’s Bylaws or any equivalent organizational documents of any Investor Subsidiary; (ii) conflict with or result in a violation of any Governmental Order or Law applicable to the Investor, or any Investor Subsidiary or any of their respective assets or properties; or (iii) except for the Investor Shareholders Approval, require any consent or approval under, result in a breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation of any Encumbrance on any of the assets or properties of the Investor or any Investor Subsidiary pursuant to any Contract or any material Permit.
Conflicts and Consents. Assuming, (i) the entry of the Approval Order, (ii) compliance with the requirements of the HSR Act, if any, and (iii) obtaining the Consents set forth on Schedule 5.3, none of the execution and delivery of, or the performance of the obligations under, this Agreement and all other agreements, documents and instruments contemplated in connection with this Agreement to be executed and delivered by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby, will
(a) materially conflict with or result in a material breach of the organizational documents of Buyer, (b) conflict with or result in a breach or default, or give rise to any right of acceleration, payment, amendment, cancellation or termination, under any agreement or other instrument to which Buyer is a party or by which Buyer or any of its respective properties or assets is bound, or (c) violate any Law applicable to Buyer or any of its respective properties or assets, except, with respect to clauses (b) and (c), such conflicts, breaches, defaults or violations that would not reasonably be expected to materially impair Buyer=s ability to consummate the transactions contemplated hereby. Except (A) the entry of the Approval Order, (B) filings required pursuant to the HSR Act, if any, and (C) the Consents set forth on Schedule 5.3, no material Consent from any Person is required in connection with this Agreement and all other agreements, documents and instruments contemplated in connection with this Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby.
