Consents and Approvals; No Conflicts. (a) The execution, delivery and performance by Parent and each Merger Sub of this Agreement and the consummation by Parent and each Merger Sub of the transactions contemplated hereby do not and will not require any Consent of, or Filing with, any Governmental Entity, other than (i) the filing with the SEC of the preliminary Joint Proxy Statement, the Joint Proxy Statement and the Form S-4, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) the filing of a certificate of merger with respect to the Second Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLC, (iv) the Parent Stockholder Approval, (v) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act, (C) the rules and regulations of the NYSE and (D) the HSR Act, and (vi) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Consents and Approvals; No Conflicts. Except for the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, and the recordation of Seller Documents, to Seller’s Knowledge: (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of Seller Documents, or the performance by Seller of any of its obligations under any of Seller Documents, or the consummation by Seller of the transactions described in this Master Purchase and Sale Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Business, or Seller’s ability to consummate the transactions described in this Master Purchase and Sale Agreement; and (ii) neither the execution and delivery by Seller of Seller Documents, nor the performance by Seller of any of its obligations under any of Seller Documents, nor the consummation by Seller of the transactions described in this Master Purchase and Sale Agreement will (A) violate any provision Seller’s organizational or governing documents, (B) to Seller’s Knowledge, result in a violation or breach, or constitute a default under, any Material Contract, or (C) to Seller’s Knowledge, result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.
Consents and Approvals; No Conflicts. (i) The execution and delivery of this Subscription Agreement by the undersigned do not, and the performance by the undersigned of undersigned's obligations hereunder will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement; and
Consents and Approvals; No Conflicts. (i) To the Purchaser’s actual knowledge, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for the execution or delivery by Purchaser of any of the Purchaser Documents, the performance by Purchaser of any of its obligations under any of the Purchaser Documents, or the consummation by Purchaser of the transaction described in this Agreement, and (ii) neither the execution and delivery by Purchaser of any of the Purchaser Documents, nor the performance by Purchaser of any of its obligations under any of the Purchaser Documents, nor the consummation by Purchaser of the transaction described in this Agreement, will: (A) to the Purchaser’s actual knowledge, violate any Applicable Law to which Purchaser is subject; or (B) result in a violation or breach of or constitute a default under any contract, agreement or other instrument or obligation to which Purchaser is a party or by which any of Purchaser’s properties are subject.
Consents and Approvals; No Conflicts. Except as may be set forth in the Prospectus, each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body or any other Person not a party to this Agreement necessary in connection with the execution and delivery by Buyer of this Agreement and its Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby has been obtained or made and is in full force and effect as of the date of this Agreement, or will be obtained or made and in full force and effect on or prior to the Closing Date. The execution and delivery by Buyer of this Agreement and each of its Ancillary Agreements and the consummation of the transactions herein and therein contemplated, and the fulfillment of the terms hereof and thereof do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or give any Person any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien upon, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing, any indenture, mortgage, deed of trust or other agreement or instrument to which Buyer or any Person in the LGI Group is a party or by which Buyer or any Person in the LGI Group or any of their respective properties is bound, or of their respective Organizational Documents or any law, order, rule or regulation, judgment, order, writ or decree applicable to Buyer or any Person in the LGI Group of any court or of any government, regulatory body or administrative agency or other governmental body having jurisdiction over Buyer or any Person in the LGI Group, or any of their properties or assets, except to the extent the same would not have a Material Adverse Effect.
Consents and Approvals; No Conflicts. 5.3.1 No consent, authorization or approval of, 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 Buyer of this Agreement and its Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.
Consents and Approvals; No Conflicts. (i) No filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for the consummation by Purchaser of its obligations under this Agreement, and (ii) neither the execution and delivery of this Agreement by Purchaser, nor the consummation by Purchaser of the transaction contemplated under this Agreement, nor compliance by Purchaser with any of the terms of this Agreement will: (A) violate any provision of the organizational or governing documents of Purchaser; (B) violate any Applicable Law to which Purchaser is subject; or (C) result in a violation or breach of or constitute a default under any contract, agreement or other instrument or obligation to which Purchaser is a party or by which any of Purchaser’s properties are subject.
Consents and Approvals; No Conflicts. No filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for the execution or delivery by the Purchaser of this Agreement or any of the Purchaser’s Documents, the performance by the Purchaser of any of its obligations under this Agreement or any of the Purchaser’s Documents, or the consummation by the Purchaser of the transactions described in this Agreement or any of the Purchaser’s Documents. Neither the execution and delivery by the Purchaser of any of the Purchaser’s Documents, nor the performance by the Purchaser of any of its obligations under any of the Purchaser’s Documents, nor the consummation by the Purchaser of the transactions described in this Agreement, will: (A) violate any provision of the organizational or governing documents of the Purchaser; (B) violate any Applicable Law to which the Purchaser is subject; or (C) result in a violation or breach of or constitute a default under any contract, agreement or other instrument or obligation to which the Purchaser is a party or by which any of the Purchaser’s properties are subject.
Consents and Approvals; No Conflicts. No filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery of this Agreement or the performance of the obligations under this Agreement by such Member, and neither the execution or delivery of this Agreement or performance of the obligations under this Agreement by such Member will: (i) violate any provision of the organizational or governing documents of such Member; (ii) violate any Applicable Law to which such Member is subject; or (iii) result in a breach of or constitute a default under any material contract, agreement or other instrument or obligation to which such Member is a party or by which any of such Member’s assets are subject.
Consents and Approvals; No Conflicts. No filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for the execution or delivery by the Buyer of this Agreement or any of the Buyer’s Documents, the performance by the Buyer of any of its obligations under this Agreement or any of the Buyer’s Documents, or the consummation by the Buyer of the transactions described in this Agreement or any of the Buyer’s Documents. Neither the execution and delivery by the Buyer of any of the Buyer’s Documents, nor the performance by the Buyer of any of its obligations under any of the Buyer’s Documents, nor the consummation by the Buyer of the transactions described in this Agreement, will: (A) violate any provision of the organizational or governing documents of the Buyer; (B) violate any Applicable Law to which the Buyer is subject; or (C) result in a violation or breach of or constitute a default under any contract, agreement or other instrument or obligation to which the Buyer is a party or by which any of the Buyer’s properties are subject.
