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.
(b) Except as set forth in Schedule 3.4(b), neither the execution and delivery of this Agreement or the other Transaction Documents by Pipelogic, nor the consummation of the transactions contemplated hereby and thereby will (i) violate or breach the terms of, cause a default under, conflict with, result in the loss by Pipelogic of any rights or benefits under, impose on Pipelogic 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 (A) any applicable Legal Requirement, (B) the Pipelogic Organizational Documents, or (C) any Contract to which Pipelogic is a party or by which it, or any of its properties, is bound, including the Material Contracts; (ii) result in the creation or imposition of any Lien (other than a Permitted Lien) on any of the Pipelogic Assets or the Pipelogic Membership Interests; (iii) result in the cancellation, forfeiture, revocation...
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 Toyota Subsidiari...
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. (a) Except for (i) the filings, consents, approvals, authorizations and notices set forth opposite such Acquired Company’s name in Schedule 6.2(a) and (ii) filings under the HSR Act (collectively, the “Acquired Company Approvals”), no consent, approval or authorization of, filing with or notice to, any Person (including any Governmental Authority) is required for the execution or delivery of any Transaction Document to which such Acquired Company is, or will be as of the Closing, a party by such Acquired Company or the consummation by such Acquired Company of the transactions contemplated thereby, other than those filings, consents, approvals, authorizations and notices: (1) as have been obtained or given prior to the Execution Date; (2) the failure of which to obtain or give would not reasonably be expected to impair in any material respect the ability of such Acquired Company to timely perform its obligations under the Transaction Documents to which such Acquired Company is, or will be as of the Closing, a party, or prevent or materially delay consummation of the transactions contemplated thereby; or (3) arising under Contracts for Borrowed Money Debt, the amounts of which shall be included in the Debt Payoff Amount.
(b) The execution and delivery of each Transaction Documents to which each Acquired Company is, or will be as of the Closing, a party by such Acquired Company and the performance by such Acquired Company of its obligations thereunder and the consummation of the transactions contemplated thereby by such Acquired Company (assuming the Acquired Company Approvals have been made, given or obtained) will not:
(i) violate or breach any Laws applicable to such Acquired Company;
(ii) conflict with or violate the Organizational Document of such Acquired Company; or
(iii) (w) breach, conflict with or violate any Contract to which such Acquired Company is a party or by which such Acquired Company may be bound, (x) result in the termination of any such Contract, (y) result in the creation of any Lien upon any of the Acquired Assets or Acquired Interests or (z) constitute an event which, after notice or lapse of time or both, would result in any such breach, violation, termination or creation of a Lien upon any of the Acquired Assets or Acquired Interests; except, in the case of clauses (i) and (iii) above, as would not reasonably be expected to (A) impair in any material respect the ability of such Acquired Company to timely perform its obligations under...
Consents; Absence of Conflicts. Except as disclosed on Schedule 4.4, neither the execution and delivery of this Agreement or the other Transaction Documents by a Seller, nor the sale of the Purchased Assets or consummation of the transactions contemplated hereby and thereby will: (a) violate or breach, in any material respect, the terms of, cause a default under, conflict with, create in any Person 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 Seller Organizational Documents or (iii) any Purchased Contract, Scheduled Intellectual Property or Scheduled Permit; (b) result in the creation or imposition of any Lien (other than Permitted Liens) on any of the Purchased Assets; (c) result in the cancellation, forfeiture, revocation, suspension or modification of any Purchased Asset 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 Person have any of the effects set forth in clause (a), (b) or (c) of this Section 4.4 other than any such event described in clauses (a)(i), or (a)(iii) or (d) (as and to the extent it relates to (a)(i) or (a)(iii)) which, individually or in the aggregate, has not had and would not reasonably be expected to materially and adversely impact the Business or the Purchased Assets. Schedule 4.4 lists all Scheduled Contracts, Scheduled Intellectual Property, Scheduled Leases and Scheduled Permits that require consent or notice in connection with the consummation of the transactions contemplated by this Agreement.
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. Neither the execution and delivery of this Agreement or any other Transaction Document by the Buyers, nor the consummation of the transactions contemplated by this Agreement or compliance by the Buyers 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 the Buyers. The Buyers are 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 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) 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.
(b) 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, do not require the Company to file, seek or obtain any notice, authorization, approval, Governmental Order, Permit or consent of or with any Governmental Authority, except for (i) compliance with the applicable requirements of the HSR Act and the expiration or termination of the applicable waiting period thereunder, (ii) permits, approvals, clearances, non-objections and consents of the Governmental Authorities listed on Section 6.1(a) of the Disclosure Schedule and (iii) the filing of the First Merger Certificate of Merger with the Secretary of State of the State of Delaware.
Consents; Absence of Conflicts. No approval, authorization, consent, license, clearance or order of, declaration or notification to, or filing or registration with, any governmental authority or any other person is required in order to permit the purchaser to purchase the Shares from the Seller or otherwise to perform their obligations under this Agreement.
Consents; Absence of Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate or breach the terms of, cause a default under, conflict with, result in the loss by Txxxxxxxx of any rights or benefits under, impose on Txxxxxxxx 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 law or (ii) any contract to which Txxxxxxxx is a party or by which Txxxxxxxx, or any of his properties, is bound; (b) result in the creation or imposition of any lien on any of the Purchased Shares; 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 2.02. Txxxxxxxx is not required to obtain or provide any consent or notice in connection with the consummation of the transactions contemplated by this Agreement other than as may be required pursuant to Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
