Consents and Approvals; Authority Relative to this Agreement Sample Clauses
Consents and Approvals; Authority Relative to this Agreement. (a) No consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by the Company of this Agreement or the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than a Premerger Notification Form pursuant to the HSR Act.
(b) No consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance of any Seller or any Corporation of this Agreement or the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than a Premerger Notification Form pursuant to the HSR Act.
(c) The execution, delivery and performance by the Company of this Agreement and the Related Agreements to which it is a party do not and will not: (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of the Company or any Subsidiary of the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or any of their assets or properties are bound; (iii) permit the acceleration of the maturity of any Indebtedness of the Company or any Subsidiary of the Company or Indebtedness secured by their assets or properties; or (iv) violate or conflict with any provision of any of, or cause the dissolution of the Company or any Subsidiary of the Company pursuant to, the articles of organization, certificate of formation, charter, Operating Agreement, or similar organizational instruments of the Company or any Subsidiary of the Company.
(d) The execution, delivery and performance by the Sellers and the Corporations of this Agreement and the Related Agreements to which they are a party do not and will not (i) violate any Law or (ii) violate or conflict with, result in a breach or termination of, constitute a defaul...
Consents and Approvals; Authority Relative to this Agreement. (a) No consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by either or both of Sellers or by the Company of this Agreement, their respective Related Agreements or the consummation of the transactions contemplated hereby or thereby.
(b) The execution, delivery and performance by Sellers and the Company of this Agreement and their respective Related Agreements do not and will not, and the consummation of the transactions contemplated hereby and thereby does not and will not, (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of either or both of Sellers, the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which either or both of Sellers or the Company is a party or by which either or both of Sellers or the Company or any of their respective assets or properties are bound; (iii) permit the acceleration of the maturity of any indebtedness of either of Sellers or the Company or indebtedness secured by their respective assets or properties; or (iv) violate or conflict with any provision of any of the certificate of incorporation, charter, bylaws or similar organizational instruments of the Company.
Consents and Approvals; Authority Relative to this Agreement. (a) Except for the HSR Compliance, the Mexican FCC Filing Requirement and as set forth on Schedule 5.3, no Consent of or with any Governmental Authority is necessary in connection with the execution, delivery or performance by Xxxxxxx or any Purchaser of this Agreement or any of its Related Agreements or the consummation by Xxxxxxx or any Purchaser of the transactions contemplated hereby or thereby.
(b) Except for the HSR Compliance, the Mexican FCC Filing Requirement and as set forth on Schedule 5.3, the execution, delivery and performance by Xxxxxxx and each Purchaser of this Agreement and its Related Agreements, and the consummation by Xxxxxxx or any Purchaser of the transactions contemplated hereby and thereby, do not and will not: (i) violate any Law applicable to or binding on Xxxxxxx or any Purchaser or any of its assets; (ii) constitute a breach or default of, or permit cancellation of, or result in the creation of any Lien upon any of the assets of Xxxxxxx or any Purchaser under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Xxxxxxx or any Purchaser or any of its Affiliates is a party or by which Xxxxxxx or any Purchaser or any of its Affiliates or any of their respective assets is bound; (iii) permit the acceleration of the maturity of any indebtedness of Xxxxxxx or any Purchaser or any of their Affiliates or indebtedness secured by any of their respective assets; or (iv) violate or conflict with any provision of the certificate of incorporation or by-laws (or similar organizational documents) of Xxxxxxx or any Purchaser.
Consents and Approvals; Authority Relative to this Agreement. (a) Except as set forth on Schedule 5.3, no Consent of or with any Governmental Authority or any other Person is necessary in connection with the execution, delivery or performance by the Purchaser of this Agreement or any of its Related Agreements or the consummation by the Purchaser of the transactions contemplated hereby or thereby.
(b) Except as set forth on Schedule 5.3, the execution, delivery and performance by the Purchaser of this Agreement and its Related Agreements, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, do not and will not: (i) violate any Law applicable to or binding on the Purchaser or any of its assets; (ii) constitute a breach or default of, or permit cancellation of, or result in the creation of any Lien upon any of the assets of the Purchaser under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which the Purchaser or any of its Affiliates is a party or by which the Purchaser or any of its Affiliates or any of their respective assets is bound; (iii) permit the acceleration of the maturity of any Indebtedness of the Purchaser or any of its Affiliates or Indebtedness secured by any of their respective assets; or (iv) violate or conflict with any provision of the Purchaser’s certificate of incorporation and bylaws.
Consents and Approvals; Authority Relative to this Agreement. (a) No consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Buyer of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance by Buyer of this Agreement and its Related Agreements do not and will not, and the consummation of the transactions contemplated hereby and thereby does not and will not, (i) violate any Law; or (ii) violate or conflict with any provision of the certificate of incorporation, charter, bylaws or similar organizational instruments of Buyer.
Consents and Approvals; Authority Relative to this Agreement. (a) Except as set forth in Schedule 5.3, no Consent, Permit or filing, application or notification, statement or report of or with, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery or performance by Purchaser of this Agreement or any of its Related Agreements or the consummation by Purchaser of the transactions contemplated hereby or thereby.
(b) Except as set forth in Schedule 5.3, the execution, delivery and performance by Purchaser of this Agreement and its Related Agreements, and the consummation by Purchaser of the transactions contemplated hereby and thereby, do not and will not (i) violate any Law or Order applicable to or binding on Purchaser or any of its assets; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets of Purchaser under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Purchaser is a party or by which Purchaser or any of its assets are bound; (iii) permit the acceleration of the maturity of any indebtedness of Purchaser or indebtedness secured by its assets; or (iv) violate or conflict with any provision of Purchaser's certificate of incorporation or by-laws.
Consents and Approvals; Authority Relative to this Agreement. (a) Except for the Governmental Required Consents or as set forth in Schedule 4.3(a), no Consent of or with any Governmental Authority is necessary in connection with the execution, delivery or performance by the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities, of this Agreement or any of their respective Related Agreements or the consummation by the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities of the transactions contemplated hereby or thereby.
(b) Except for the Governmental Required Consents or as set forth in Schedule 4.3(b), the execution, delivery and performance by the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities of this Agreement and their respective Related Agreements, and the consummation by the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities of the transactions contemplated hereby and thereby, do not and will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of the Parent, the Seller, Marconi IP or, solely with respect to the Cross License Agreement, the other Marconi Entities under, any provision of (i) the certificate of incorporation or by-laws or other organizational documents of the Parent, the Seller, Marconi IP or, solely with respect to the Cross License Agreement, the other Marconi Entities, (ii) any Contract to which the Parent, the Seller, Marconi IP or, solely with respect to the Cross License Agreement, the other Marconi Entities is a party or by which any of their respective properties or assets is bound, (iii) any Transferable Permit, (iv) any judgment, order or decree ("Judgment") or Law applicable to the Parent, the Seller, Marconi IP or, solely with respect to the Cross License Agreement, the other Marconi Entities or their respective properties or assets or (v) any Contract with respect to any indebtedness of the Parent, the Seller, Marconi IP or, solely with respect to the Cross License Agreem...
Consents and Approvals; Authority Relative to this Agreement. Subject to obtaining the consents, approvals and actions, making the filings and giving the notices specified in Section 3.4of the Disclosure Schedule, the execution, delivery and performance by Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Articles of Association, as amended to date, or any other governing organizational documents of Company, including any shareholders’ agreement; (b) materially conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to Company, the Business or the Acquired Assets; (c) except as set forth in Section 3.4of the Disclosure Schedule, require the consent, notice or other action by any Person under, materially conflict with, result in a material violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Company is a party or by which Company or the Business is bound or to which any of the Acquired Assets are subject (including any Assumed Contracts) or (d) result in the creation or imposition of any Encumbrance on the Acquired Assets. Except as set forth on Section 3.4 of the Disclosure Schedule, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Company in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and the performance by Company of its obligations thereunder.
Consents and Approvals; Authority Relative to this Agreement. (a) Except under the HSR Act and the NASD Rules and as set forth on Schedule 3.3(a), no consent, authorization or approval of, filing or registration with, waiver of any option or right of first refusal or first offer from, or cooperation from, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by Sellers of this Agreement or their respective Related Agreements or the consummation of the transactions contemplated hereby or thereby.
(b) Except as set forth on Schedule 3.3(b), the execution, delivery and performance by Sellers of this Agreement and their respective Related Agreements do not and will not (i) violate any Law applicable to or binding on any Seller or any of its respective assets or properties; (ii) result in or constitute a circumstance which, without regard to any grace period or notice requirement or both, would violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien upon any of the assets or properties of any Seller under, any material Contract to which any Seller is a party or by which any Seller or any of its respective assets or properties are bound; or (iii) violate or conflict with any provision of the partnership agreement of any Seller.
Consents and Approvals; Authority Relative to this Agreement. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (a) violate any provisions of the certificate of incorporation or by-laws of the Purchaser, (b) with or without the giving of notice or passage , or both, violate , or be in conflict with, or constitute a default, or permit the termination of, or cause the acceleration of the maturity of, any agreement, instrument, contract, debt or obligation of the Purchaser, (c) require the consent of any party to any agreement or commitment to which the Purchaser is a party, or by which the Purchaser or its properties or assets is bound, or (d) violate any regulation or any judgment or decree of any court or authority to which the Purchaser is subject. No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by the Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby or thereby.