Consents and Approvals; Conflicts. No filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by SESI of this Agreement or the consummation by SESI of the transactions contemplated hereby. Neither the execution and delivery of this Agreement by SESI, nor the consummation of the transactions contemplated hereby, will violate any of the provisions of the Certificate of Incorporation or By-laws of SESI; or conflict with or result in a breach of, or give rise to a right of termination of, or accelerate the performance required by, any terms of any court order, consent decree, note, bond, mortgage, indenture, deed of trust, or any license or agreement binding on SESI or to which SESI is subject or a party, or constitute a default thereunder, or result in the creation of any Lien upon any of the assets of SESI, except for any such conflict, breach, termination, acceleration, default or Lien which would not have a material adverse effect on (a) the business, assets or financial condition of SESI or (b) SESI's ability to consummate any of the transactions contemplated hereby.
Consents and Approvals; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate, result in a breach of any of the terms or provisions, constitute a default under or conflict with any agreement, 3 indenture or other instrument to which the Company is a party or by which it is bound, the Articles of Incorporation or Bylaws of the Company, and judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Company or the common stock of the Company or any law, rule or regulation applicable to the Company or the common stock of the Company. No consent, approval or authorization of or declaration, filing or registration with any governmental or regulatory authority or any other person (either government or private) is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than as described herein.
Consents and Approvals; Conflicts. Except with respect to filings required to be made under applicable state and federal securities laws, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not require any consent, approval or authorization of, or filing, registration or qualification with, any governmental entity or any other Person on the part of the Company or the vote, consent or approval in any manner of the holders of any security of the Company as a condition to the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby will not violate (a) the terms and conditions of the Company’s certificate of formation or the TD Operating Agreement, or (b) subject to the accuracy of the representations and warranties of the Members contained in Article IV hereof, any federal or state law applicable to the Company.
Consents and Approvals; Conflicts. Except with respect to filings required to be made under applicable state and federal securities laws, the execution and delivery of this Agreement by such Member and the consummation by such Member of the transactions contemplated hereby do not require any consent, approval or authorization of, or filing, registration or qualification with, any governmental authority or any other Person on the part of such Member or the vote, consent or approval in any manner of the holders of any security of such Member as a condition to the execution and delivery of this Agreement by such Member or the consummation by such Member of the transactions contemplated hereby. The execution and delivery by such Member of this Agreement and the consummation by such Member of the transactions contemplated hereby will not violate (a) the terms and conditions of such Member’s limited liability company operating agreement, limited partnership agreement or any analogous organizational document, (b) any agreement or instrument to which such Member is a party or by which it is bound or (c) any federal or state law applicable to such Member.
Consents and Approvals; Conflicts. No filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by SESI and Baytron Acquisition of this Agreement or the consummation by SESI and Baytron Acquisition of the transactions contemplated hereby. Neither the execution and delivery of this Agreement by SESI and Baytron Acquisition, nor the consummation of the transactions contemplated hereby, will violate any of the provisions of the Articles of Incorporation or Bylaws of either SESI or Baytron Acquisition; or conflict with or result in a breach of, or give rise to a right of termination of, or accelerate the performance required by, any terms of any court order, consent decree, note, bond, mortgage, indenture, deed of trust, or any license or agreement binding on either SESI or Baytron Acquisition or to which either SESI or Baytron Acquisition is subject or a party, or constitute a default thereunder, or result in the creation of any Lien upon any of the assets or result in the creation of any Lien upon any of the assets of SESI or Baytron Acquisition, except for any such conflict, breach, termination, acceleration, default or Lien which would not have a material adverse effect on (a) the business, assets or financial condition of SESI or Baytron Acquisition or (b) either SESI's or Baytron Acquisition's ability to consummate any of the transactions contemplated hereby.
Consents and Approvals; Conflicts. Except as set forth in Section 2.07 of the Disclosure Letter, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Sellers of the Transaction Documents or the consummation by Sellers of the transactions contemplated hereby. The execution and delivery of the Transaction Documents by Sellers and the consummation of the transactions contemplated hereby and thereby will not (a) violate or conflict with any provision of the Articles of Incorporation or By-Laws of VSI, each as amended to date; or (b) constitute a violation of, or be in conflict with, or constitute or create a default under, give rise to a right of termination of, or accelerate the performance required by, or result in the creation or imposition of any Encumbrance upon any property of VSI pursuant to (i) any agreement or instrument to which VSI is a party or by which any of its properties is bound, or (ii) any statute, judgment, decree, order, regulation or rule of any court or governmental or regulatory authority. Neither the execution and delivery of this Agreement by Sellers, nor the consummation of the transactions contemplated hereby, will conflict with or result in a breach of, or give rise to a right of termination of, or accelerate the performance required by, any terms of any court order, consent decree, note, bond, mortgage, indenture, deed of trust, Lease, license, loan agreement, the articles of incorporation or bylaws of LVI or other instrument or obligation binding on Sellers or VSI or to which any Seller or VSI is subject or a party, or constitute a default thereunder, or result in the creation of any Encumbrance upon any of the assets of Sellers or VSI, except for any such conflict, breach, termination, acceleration, default or Encumbrance which would not have a Material Adverse Effect on (a) the business, assets or financial condition of VSI or (b) Sellers' ability to consummate any of the transactions contemplated hereby.
Consents and Approvals; Conflicts. No filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Purchaser of this Agreement or the consummation by Purchaser of the transactions contemplated hereby. Neither the execution and delivery of this Agreement by Purchaser, nor the consummation of the transactions contemplated hereby, will violate any of the provisions of the Articles of Organization or Operating Agreement of Purchaser; or conflict with or result in a breach of, or give rise to a right of termination of, or accelerate the performance required by, any terms of any court order, consent decree, note, bond, mortgage, indenture, deed of trust, Lease, license, loan agreement or other instrument or obligation binding on Purchaser or to which Purchaser is subject or a party, or constitute a default thereunder, or result in the creation of any Encumbrance upon any of the assets of Purchaser, except for any such conflict, breach, termination, acceleration, default or Encumbrance which would not have a Material Adverse Effect on (a) the business, assets or financial condition of Purchaser or (b) Purchaser's ability to consummate any of the transactions contemplated hereby.
Consents and Approvals; Conflicts. No filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution by either Gulf Island or Buyer of this Agreement or the consummation by Gulf Island or Buyer of the transactions contemplated hereby other than compliance with and filings under the HSR Act. Neither the execution and delivery of this Agreement by either Gulf Island or Buyer, nor the consummation of the transactions contemplated hereby, will violate any of the provisions of the Charter Documents of either Gulf Island or Buyer; conflict with or result in a breach of, or give rise to a right of termination of, or accelerate the performance required by, any terms of any court order, consent decree, note, bond, mortgage, indenture, deed of trust, or any license or agreement binding on either Gulf Island or Buyer or to which either Gulf Island or Buyer is subject or a party, or constitute a default thereunder; or result in the creation of any Lien upon any of the assets of either Gulf Island or Buyer, except for any such conflict, breach, termination, acceleration, default or Lien that would not have a material adverse effect on (a) the business, assets or financial condition of either Gulf Island or Buyer or (b) either Gulf Island's or Buyer's ability to consummate any of the transactions contemplated hereby.
Consents and Approvals; Conflicts. No filing with (other than any routine notice filings) and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby.
Consents and Approvals; Conflicts. Except with respect to filings required to be made under applicable state and federal securities laws, the execution and delivery of this Agreement by such Distributee Member and the consummation by such Distributee Member of the transactions contemplated hereby do not require any consent, approval or authorization of, or filing, registration or qualification with, any governmental authority or any other Person on the part of such Distributee Member or the vote, consent or approval in any manner of the holders of any security of such Distributee Member as a condition to the execution and delivery of this Agreement by such Distributee Member or the consummation by such Distributee Member of the transactions contemplated hereby. The execution and delivery by such Distributee Member of this Agreement and the consummation by such Distributee Member of the transactions contemplated hereby will not violate (a) the terms and conditions of such Distributee Member’s limited liability company operating agreement, limited partnership agreement or any analogous organizational document, or (b) any agreement or instrument to which such Distributee Member is a party or by which it is bound.
