Consents; Absence of Conflicts. Except for filings under the HSR Act or any other applicable antitrust or competition Legal Requirements, and as otherwise provided in Schedule 2.4 of the Disclosure Letter, neither the execution and delivery of this Agreement or any other Transaction Document by Xxxxxxxx, nor the consummation of the Contemplated Transactions or compliance by Xxxxxxxx and the Company Group Entities 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 the Company Group Entities of any rights or benefits under, impose on the Company Group Entities 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 the Company Group Entities or (iii) any Material Contract to which a Company Group Entity is a party or by which a Company Group Entity, or any of its properties, is bound, (b) result in the creation or imposition of any Lien (other than a Permitted Lien) on any Company Group Entity Assets or any Membership Interest, including the Acquired held by Xxxxxxxx, (c) result in the cancellation, forfeiture, revocation, suspension or adverse modification of any Company Group Entity Asset or any Membership Interest held by Xxxxxxxx, or any existing consent, approval, authorization, license, permit, certificate or order of any Governmental Authority, or (d) 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 clauses (a), (b) or (c) of this Section 2.4. The Company Group Entities are not required to obtain any consent from any Governmental Authority or any other Person or provide any notice to any Governmental Authority or any other Person in connection with the consummation of the Contemplated Transactions. All such consents or notices have been obtained or given and have been furnished in writing to LMP, or will be obtained or given at or prior to Closing. Notwithstanding anything herein to the contrary, it is understood that the transfer of membership interest contemplated in this Agreement may require the consent of the AAG Chevrolet Subsidi...
Consents; Absence of Conflicts. (a) Neither the execution and delivery of this Agreement or any other Transaction Document by Sellers, nor the consummation of the transactions contemplated hereby or thereby or compliance by Sellers with any of the provisions hereof or thereof, will (i) violate or breach the terms of, cause a default under, conflict with, result in the loss by any Seller of any rights or benefits under, impose on any Seller 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 (A) any applicable Legal Requirement or (B) any Contract used in connection with the Pipelogic Business to which any Seller is a party or by which any Seller or any of its properties are bound, including the Material Contracts or (ii) 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 (i) of this Section 3.4(a). Sellers are not required to obtain any consent from any Person or provide any notice to any Person in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.
Consents; Absence of Conflicts. Neither the execution and delivery of this Agreement and the other Transaction Documents to which each S&R Party is a party, nor the performance of the obligations of each S&R Party hereby and thereby, nor the consummation of the Transaction will (a) violate or breach the terms of, cause a default under, conflict with, result in the loss by any S&R Party of any material rights or benefits under, create in any party the right to accelerate, terminate, suspend, revoke, modify or cancel, require any notice, filing or consent or give rise to any preferential purchase or similar right under (i) any Law applicable to the S&R Parties or any of the Contributed Assets, (ii) the Organizational Documents of the S&R Parties or (iii) any Contract to which the Company is a party or by which the Company or any of the Contributed Assets is bound; (b) result in the creation or imposition of any Lien on any of the Contributed Assets; (c) result in the cancellation, forfeiture, revocation, suspension or modification of any Contributed Asset or any existing consent, approval, authorization, license, Permit, certificate or Order; or (d) 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), (b) or (c) of this Section 3.4.
Consents; Absence of Conflicts. Except as disclosed on Schedule 6.4, neither the execution and delivery of this Agreement or the other Transaction Documents by the Company, nor the consummation of the transactions contemplated hereby and thereby, will (a) violate or breach the terms of, cause a default under, conflict with, result in the loss by any Company Group Member of any rights or benefits under, impose on any Company Group Member any additional or greater burdens or obligations under, create in any party additional or greater rights or benefits under, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase or similar right under (i) any applicable Legal Requirement, (ii) the Organizational Documents of any Company Group Member or (iii) any Contract used in connection with the Business to which any Company Group Member is a party or by which it, or any of its properties, is bound, including the Material Contracts; (b) result in the creation or imposition of any Lien (other than a Permitted Lien) on any of the Company Assets or the Conveyed Equity; (c) result in the cancellation, forfeiture, revocation, suspension or modification of any Company Asset or any Permit; or (d) 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), (b) or (c) of this Section 6.4. Except as set forth on Schedule 6.4, the Company is not required to obtain or provide any consent or notice in connection with the consummation of the transactions contemplated by this Agreement. At Closing, all such consents or notices have been obtained or given and have been furnished in writing to Buyer.
Consents; Absence of Conflicts. Except as listed on Schedule 3.2, neither the execution and delivery of this Agreement or the other Transfer Documents by Seller, nor the consummation of the transactions contemplated hereby or thereby will (a) require consent or advance notice under (other than consents that have been obtained, copies of which have been furnished to Buyer), violate or breach the terms of, cause a default under, conflict with or result in acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, any Legal Requirement, any Customer Contract or any Consultant Contract; (b) entitle any Person to exercise any preferential purchase or similar right (whether arising by law, contract or otherwise) that affects any of the Purchased Assets; (c) result in the creation or imposition of any Lien on any of the Purchased Assets; (d) result in the cancellation, forfeiture, revocation, suspension or adverse modification of any existing consent, approval, authorization, license, permit, certificate or order of any governmental authority that adversely affects the Business; or (e) 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), (b), (c) or (d) of this Section 3.2. Except as listed on Schedule 3.2, neither Seller nor its Affiliates have received any notice (written or oral) from any Person claiming that any consent (that has not been obtained and previously furnished to Buyer) is required to consummate the transactions contemplated by this Agreement or that a preferential purchase right or similar right exists with respect to any of the Purchased Assets.
Consents; Absence of Conflicts. Neither the execution and delivery of this Agreement or any other Transaction Document by LMP, nor the consummation of the transactions contemplated by this Agreement or compliance by LMP with any of the provisions hereof or thereof, will (a) violate or breach the terms of, cause a default under or conflict with any applicable law, or (b) result in the creation or imposition of any Lien on any assets of LMP or its affiliates. LMP is not required to obtain any consent from any government or governmental or regulatory body, or any agency, political subdivision, authority or instrumentality thereof, whether foreign, federal, provincial, state, municipal or local or any court or arbitrator (whether public or private) (each, a “Governmental Authority”) or, except for Truist Bank, any other Person or provide any notice to any Governmental Authority or any other Person in connection with the consummation of the transactions contemplated by this Agreement.
Consents; Absence of Conflicts. (a) Except as set forth on Schedule 5.4(a), the execution, delivery and performance by Comfort Care of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate the Comfort Care Organizational Documents; (ii) conflict with or violate, in any material respect, any Legal Requirements or Order to which Comfort Care is subject or by which any property or asset of Comfort Care is bound or affected; (iii) conflict with, result in any material breach of, constitute a material default (or an event that, with notice or lapse of time or both, would reasonably be expected to become a material default) under, or require any consent of any Person pursuant to, any Material Contract or Scheduled Lease or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or materially modify any such Material Contract or Scheduled Lease; (iv) give any Governmental Authority or any Person the right to challenge, prevent or delay any of the transactions contemplated by this Agreement or any Transaction Document or to revoke, withdraw, suspend, cancel, terminate or materially modify any Permit that is held by Comfort Care; or (v) result in the creation or imposition of any Lien on the Membership Interests or any Lien (other than Permitted Liens) upon any of the Comfort Care Assets.
Consents; Absence of Conflicts. (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Documents to which it is or will be a party and the consummation of the Transactions: (i) do not conflict with or violate the Company’s Organizational Documents, (ii) assuming compliance with the matters referred to in Section 2.3(b), do not conflict with or violate any Law or Governmental Order to which the Company Group is subject or by which any property or asset of the Company Group is bound or affected, (iii) except as set forth in Section 2.3(a) of the Disclosure Schedule, do not conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would reasonably be expected to become a default) under, or require any consent, approval, authorization, waiver or other action of any Person pursuant to, or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation or to a loss of any benefit under any Material Contract or (iv) result in the creation or imposition of any Lien on any asset of the Company Group (other than Permitted Liens), except, the case of clauses (ii), (iii) and (iv), for any such conflicts, violations or defaults that would not reasonably be expected, individually or in the aggregate, to (x) be material to the Company Group, taken as a whole or (y) prevent, materially impair or materially delay (i) the ability of the Company to perform its obligations under this Agreement and the Ancillary Documents or (ii) the consummation of the Transactions.
Consents; Absence of Conflicts. (a) The execution, delivery and performance by each of Parent and the Merger Subs of this Agreement and the Ancillary Documents to which they are or will be a party and the consummation of the Transactions: (i) do not conflict with or violate the Organizational Documents of Parent or the Merger Subs, as applicable, (ii) assuming compliance with the matters referred to in Section 3.3(b), do not conflict with or violate any Law or Governmental Order to which Parent or the Merger Subs are subject or by which any material property or material asset of Parent or the Merger Subs is bound or affected, (iii) do not conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would reasonably be expected to become a default) under, or require any consent, approval, authorization, waiver or other action of any Person pursuant to, or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation or to a loss of any benefit under any material Contract to which Parent or the Merger Subs is a party or (iv) result in the creation or imposition of any Lien on any asset of Parent and the Merger Subs (other than Permitted Liens) except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of Parent or the Merger Subs to consummate the Transactions.
Consents; Absence of Conflicts. Except as set forth on Schedule 4.2, neither the execution and delivery of this Agreement or the other Transaction Documents by the SeaMap Shareholder, nor the consummation of the transactions contemplated hereby and thereby will (a) violate any provision of the Organizational Documents of the Seller or any SeaMap Company; (b) violate or breach the terms of, cause a default under, conflict with, result in the loss by the SeaMap Shareholders of any rights or benefits under, impose on the Seller or any SeaMap Company any additional or greater burdens or obligations under, create in any party additional or greater rights or benefits under, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase or similar right under (i) any applicable Legal Requirement or (ii) any Contract to which the Seller or any SeaMap Company is a party or by which the Seller or any SeaMap Company, or any of their respective properties, is bound; or (c) 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) or (b) of this Section 4.2. Except as set forth on Schedule 4.2, the Seller nor any SeaMap Company is required to obtain or provide any consent or notice in connection with the consummation of the transactions contemplated by this Agreement. All such consents or notices have been obtained or given and have been furnished in writing to the Buyer.
