Consents and Approvals; Noncontravention. Except as required by Section 7.3 or set forth in Schedule 13.1.3, neither the execution and delivery of this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereunder or thereunder, will (i) violate any provision of the Organizational Documents of any Seller or the Seller Guarantor, (ii) violate any applicable Law to which any Seller or the Seller Guarantor is subject or to which any of the Purchased Assets are subject, or (iii) result in a breach of, constitute a Default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which any Seller or the Seller Guarantor is a party or by which it is bound that is included in the Purchased Assets or (iv) require any authorization, consent or approval of any Governmental Authority or any Third Party under any Contract to which any Seller or the Seller Guarantor is a party or by which it is bound that is included in the Purchased Assets.
Consents and Approvals; Noncontravention. Except as required by Section 7.3 or set forth in Schedule 13.2.3, neither the execution and delivery of this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereunder or thereunder, will (i) violate any provision of the Organizational Documents of the Buyer, (ii) violate any applicable Law to which the Buyer is subject, or (iii) result in a breach of, constitute a Default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which the Buyer is a party or by which it is bound or (iv) require any authorization, consent or approval of any Governmental Authority or any Third Party under any Contract to which the Buyer is a party or by which it is bound.
Consents and Approvals; Noncontravention. 4.3.1 Except as set forth on SCHEDULE 4.3 and except for compliance with any applicable requirements of the HSR Act, there is no requirement applicable to Purchaser to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation by Purchaser of the purchase of the Shares or to enable Purchaser to hold the Shares and conduct the full Business and operations of the Company Entities as presently conducted pursuant to this Agreement.
Consents and Approvals; Noncontravention. (a) Schedule 3.3(a) sets forth a complete and accurate list of all consents, waivers, approvals, orders, permits or authorizations of, or registrations, declarations, payments or filings with, any Governmental Authority that, as of the date hereof, are required by, or with respect to, Seller in connection with ownership, use, maintenance or operation of the Plenaxisâ Product, the Acquired Assets, or the Product Operations to the extent conducted by Seller as of the date hereof or the execution and delivery of this Agreement and the Ancillary Agreements by Seller, the consummation by Seller of the transactions contemplated hereby and thereby or the performance of Seller’s obligations hereunder and thereunder (the “Governmental Consents”).
Consents and Approvals; Noncontravention. Except as set forth in Schedule 14.1.3, neither the execution and delivery of this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereunder or thereunder, will (a) violate any provision of the Organizational Documents of any Seller Company, (b) violate any applicable Law to which any Seller Company is subject or to which any Asset is subject, (c) result in a breach of, constitute a Default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any Material Contract to which any Seller Company is a party or by which it is bound that is included in the Assets or (d) require any authorization, consent or approval of any Governmental Authority or (assuming for purposes of this Section 14.1.3 that Section 8.3.1 was not a part of this Agreement) any Third Party under any Material Contract to which any Seller Company is a party or by which it is bound that is included in the Assets, other than, in the cases of clauses (b) through (d), as would not, individually or in the aggregate, have a Material Adverse Effect.
Consents and Approvals; Noncontravention. 3.9.1 Except as set forth on Schedule 3.9, there is no requirement applicable to Seller or ADI to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation by Seller of the sale of the Shares and to enable Purchaser to hold the Shares and conduct the full operation of the Business as presently conducted by ADI pursuant to this Agreement.
Consents and Approvals; Noncontravention. 4.3.1 Except as set forth on Schedule 4.3, there is no requirement applicable to Purchaser to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation by Purchaser of the purchase of the Shares or to enable Purchaser to hold the Shares and conduct the full Business and operations of ADI as presently conducted pursuant to this Agreement.
Consents and Approvals; Noncontravention. Neither the execution, delivery or performance of this Agreement or any of the Additional TLC Documents by TLC nor the consummation by TLC of the transactions contemplated hereby or thereby nor compliance by TLC with any of the provisions hereof or thereof will (a) violate any provision of the certificate of incorporation or bylaws of TLC, (b) except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), (c) violate any order, writ, injunction, decree, law, statute, ordinance, rule or regulation applicable to TLC or any of its properties or assets or (d) violate any contract to which TLC is a party or by which it is bound, except in the case of clauses (c) and (d), for such violations which would not materially impair the ability of TLC to perform its obligations hereunder or under any Additional TLC Documents and which would not, individually or in the aggregate, have a Material Adverse Effect on TLC.
Consents and Approvals; Noncontravention. Neither the execution, delivery or performance of this Agreement or any of the Additional SoftKey Documents by SoftKey or Kidsco nor the consummation by each of them of the transactions contemplated hereby or thereby nor compliance by each of them with any of the provisions hereof or thereof will (a) violate any provision of the certificates of incorporation or bylaws of SoftKey or Kidsco, (b) except as may be required under the HSR Act, require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) violate any order, writ, injunction, decree, law, statute, ordinance, rule or regulation applicable to SoftKey or any of its properties or assets or (d) violate any contract to which SoftKey is a party or by which it is bound, except in the case of clauses (c) and (d), for such violations which would not materially impair the ability of SoftKey to perform its obligations hereunder or under any Additional SoftKey Documents and which would not, individually or in the aggregate, have a Material Adverse Effect on SoftKey. The waiting period under the HSR Act with respect to the transactions contemplated by this Agreement expired without a request for additional information being issued.
Consents and Approvals; Noncontravention. (a) Seller has obtained or made all consents, waivers, approvals, Orders, permits or authorizations of, or registrations, declarations, payments or filings with, any Governmental Authority (the “Governmental Consents”) that, as of the date hereof, are required by, or with respect to, Seller in connection with (i) Product Development to the extent conducted by Seller as of the date hereof, or (ii) the execution and delivery of this Agreement and the Ancillary Agreements by Seller, the consummation by Seller of the transactions contemplated hereby and thereby or the performance of Seller’s obligations hereunder and thereunder, except, in the case of (i) or (ii), for such Governmental Consents, if any, the failure of which to have been obtained or made would not have an Acquired Assets MAE.
