Consents; No Violation. None of the execution and delivery of this Agreement by the Company, the consummation of the transactions contemplated hereby or the discharge of its obligations hereunder will, except as set forth on the Disclosure Schedule (i) conflict with, or result in a breach or a violation of, any provision of the Certificate of Incorporation or By-laws of the Company or any of its subsidiaries; (ii) constitute, with or without notice, the passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment, acceleration or the loss of any material benefit under any Laws or any mortgage, indenture, lease, license, agreement or other instrument of the Company or any of its subsidiaries, or to which the Company or any of its subsidiaries or any of their respective properties is subject, except for breaches, violations, defaults, liens, or rights of termination, modification, cancellation, prepayment or acceleration which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or materially adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (iii) require any consent, approval or authorization of, notification to, or filing with, any Governmental Entity or from any other third parties, on the part of the Company or any of its subsidiaries other than (v) required consents identified on the Disclosure Schedule, (w) the filing of a certificate of merger with respect to the Merger in accordance with the DGCL, (x) filings required under the HSR Act, (y) any applicable filings under federal and state securities laws or state anti-takeover laws, and (z) consents, approvals, authorizations, notifications or filings the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, to have a
Consents; No Violation. (a) Other than as set forth on Schedule 6.3, no authorization, consent, Order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Authority is necessary, under applicable Law, for the consummation by the Pfizer Parties of the Transactions other than such authorizations, consents, Orders, licenses, permits, approvals, registrations, declarations, notices and filings (i) as have already been obtained or (ii) the failure of which to be obtained would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(b) The execution and delivery by the Pfizer Parties of this Agreement and the other Transaction Agreements, as applicable, does not, and the consummation of the Transactions and compliance with the provisions hereof will not, (i) 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, first offer, first refusal, modification or acceleration of any obligation or to the loss of a benefit under any Key Assigned Contract or other Assigned Contract binding upon any Pfizer Party by which or to which any of the Purchased Assets are bound or subject, or result in the creation of Liens, other than Permitted Liens, in each case, upon any of the Purchased Assets or the conduct of the Purchased Programs, (ii) conflict with or result in any violation of any provision of the respective Organizational Documents of any Pfizer Party or (iii) violate any applicable Laws to which any Pfizer Party is subject, except as, with respect to clause (i) or (iii), would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Consents; No Violation. Neither the execution, delivery or performance by Moneyline of this Agreement and the Transaction Agreements to which it is a party nor the consummation of the transactions contemplated hereby and thereby, will (i) conflict with or result in a breach of any provision of the certificate of formation or limited liability company agreement of Moneyline; (ii) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, modification or acceleration of the performance required by or a loss of a benefit under, any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement, commitment, contract or other instrument or obligation to which Moneyline is a party or by which its respective properties are bound or affected; (iii) violate any Order applicable to Moneyline or by which its properties is bound or affected; (iv) result in the creation of any material Encumbrance; or (v) require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Authority or any other Person on the part of Moneyline.
Consents; No Violation. (a) Except as set forth on Schedule 3.5, neither the execution nor delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the compliance with any of the provisions hereof, (i) violates or conflicts with, breaches, terminates or constitutes a default under the Articles of Incorporation, By-Laws or Operating Agreement of the Company or Subsidiary, (ii) violates or conflicts with any statute or law or any rule, regulation, order, writ, award, judgment or decree of any court or governmental authority of any jurisdiction, or any regulation or restriction of any regulatory or self-regulatory body or agency, affecting the Company, Subsidiary or any Seller, (iii) as of the Closing Date, violates or conflicts with, results in the breach or termination of, or constitutes a default under, or permits any other party to terminate, any contract, commitment, mortgage, deed of trust, agreement, understanding, arrangement, lease, trust, license or restriction of any kind to which the Company or Subsidiary is a party, or by which its assets are bound, (iv) as of the Closing Date, will cause, or give any persons valid grounds to cause (with or without notice, the passage of time or both), the maturity of any debt, liability or obligation of the Company or Subsidiary to be accelerated, or will increase any such liability or obligation or will result in the imposition of any lien, encumbrance, charge or claim upon any of the assets of the Company or Subsidiary, or (v) requires any filing with, the notification of, or the obtaining of any permit, authorization, consent or approval of, any third party, court or governmental or regulatory authority, foreign or domestic (collectively, the "Required Consents").
(b) The execution, delivery and performance of and compliance with this Agreement by Seller and the sale and transfer of the Shares to be sold by each Seller pursuant to the terms hereof, will not result in (i) any violation or breach of any term of such charter documents of the Company or Subsidiary, if any, (ii) any violation or breach by such Seller of any term of any indenture, mortgage, deed of trust or other agreement, instrument, court order, judgment, decree, statute, rule or regulation to which such Seller is a party or by which such Seller is bound, (iii) any conflict with or default under any such term or (iv) the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of such Seller...
Consents; No Violation. (a) Except as set forth on Schedule 4.5(a) of the Olivetti Disclosure Schedule, there is no requirement applicable to Olivetti, any Olivetti Affiliate, Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary to give any notice to, make any filing with, or obtain any consent or approval of, any Person or Governmental Authority (as defined in Section 12.11) (in its capacity as a customer of Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary) in connection with the execution and delivery of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby except any individual such notice, filing, consent or approval the failure of which to give, does not cause Olsy, Olsy Japan, Olsy Brazil and the Controlled Subsidiaries to lose aggregate (without duplication) revenue of U.S. $1,500,000 (or an equivalent amount in another currency) or more or incur aggregate (without duplication) cost or expense of U.S. $250,000 (or an equivalent amount in another currency) or more (including, without limitation, cost or expense incurred in giving, making or obtaining such notice, filing, consent or approval). Olivetti shall reimburse Wang for all costs and expenses (in excess of the first U.S. $2,000,000 thereof) associated with Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary giving any notice to, making any filing with, or obtaining any consent or approval of, any Person or Governmental Authority (in its capacity as a customer of Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary) required to be given, made or obtained in connection with the execution and delivery of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby which are not set forth on Schedule 4.5(a) of the Olivetti Disclosure Schedule.
(b) Except as set forth in Schedule 4.5(b) of the Olivetti Disclosure Schedule, there is no (and in the case of the Drop-Down (as defined in Section 12.11), was no) requirement applicable to Olivetti, any Olivetti Affiliate, Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary to make any filing with or obtain any permit, authorization, consent or approval of, any Governmental Authority (in its capacity as such and not in its capacity as a customer of Olsy, Olsy Japan, Olsy Brazil, a Subsidiary or an Olsy Japan Subsidiary) in connection with the execution and delivery of this Agreement or any of the Related Agreements, the cons...
Consents; No Violation. Except as identified on Schedule 2.03, no consent, authorisation, order or approval of (or filing or registration with) any governmental commission, board or other regulatory body or any other third party is required to be made, obtained or given by DB in connection with the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby, if the failure to obtain such consent, authorisation, or approval, or to make such filing or registration, would have a Material Adverse Effect. Except as identified on Schedule 2.03, the execution, delivery and performance of this Agreement do not and will not, with or without the giving of notice, lapse of time, or both, (a) violate, conflict with, or constitute a default under any term or condition of, (i) the organisational documents of DB, or (ii) any term or provision of any judgment, decree, order, statute, injunction, rule or regulation of a governmental unit applicable to DB, or any agreement, contract, mortgage, indenture, lease or other arrangement to which DB is a party or by which DB is bound or to which any of the assets of DB are subject, or (b) result in the creation of any lien or encumbrance upon any of the assets of DB, if such violation, conflict, default, lien or encumbrance would have a Material Adverse Effect.
Consents; No Violation. Except as identified on Schedule 4.03, no consent, authorisation, order or approval of (or filing or registration with) any governmental commission, board or other regulatory body or any other third party is required to be made, obtained or given by Rousse in connection with the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby, if the failure to obtain such consent, authorisation, or approval, or to make such filing or registration, would have a Material Adverse Effect. Except as identified on Schedule 4.03, the execution, delivery and performance of this Agreement do not and will not, with or without the giving of notice, lapse of time, or both, (a) violate, conflict with, or constitute a default under any term or condition of, (i) the organisational documents of Rousse, or (ii) any term or provision of any judgment, decree, order, statute, injunction, rule or regulation of a governmental unit applicable to Rousse, or any agreement, contract, mortgage, indenture, lease or other arrangement to which Rousse is a party or by which Rousse is bound or to which any of the assets of Rousse are subject, or (b) result in the creation of any lien or encumbrance upon any of the assets of Rousse, if such violation, conflict, default, lien or encumbrance would have a Material Adverse Effect.
Consents; No Violation. Each of the Borrower and its Material Subsidiaries has received all other material consents and approvals (if any shall be required) necessary for the execution, delivery and performance of this First Amendment, and such execution, delivery and performance do not and will not contravene or conflict with, or create a Lien or right of termination or acceleration under, any Requirements of Law or Contractual Obligation binding upon the Borrower or such Material Subsidiaries.
Consents; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (i) conflict with, or result in a breach or a violation of, any provision of the Certificate of Incorporation or By-laws of the Company or any of its subsidiaries; (ii) constitute, with or without notice, the passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration,
Consents; No Violation. Except as set forth in Schedule 4.4, neither the execution nor delivery of this Agreement, the consummation of the transactions contemplated hereby and thereby (including, without limitation, the assignment of the Assumed Contracts), nor the compliance with any of the provisions hereof and thereof, (i) violates any statute or law or any rule, regulation, order, award, judgment or decree of any court or governmental authority, affecting the Company in any material way, (ii) violates or conflicts with or constitutes a default under any contract, commitment, agreement, understanding, arrangement, trust or restriction of any kind to which the Company is a party, by which it is bound or which otherwise in any way affects it, (iii) will cause, or give any persons valid grounds to cause (with or without notice, the passage of time or both), the maturity of any debt, any liability or obligation of the Company to be accelerated, or will increase any such liability or obligation, (iv) requires any filing with, the notification of, or the obtaining of any permit, authorization, consent or approval of any third party or governmental or regulatory authority, foreign or domestic, or (v) violates or conflicts with the Certificate of Incorporation or By-Laws, as amended, of the Company.
