Due Authorization; No Breaches or Defaults. The execution and delivery of this Agreement by Xxxx Xxxxxxx and performance by Xxxx Xxxxxxx of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Xxxx Xxxxxxx and (i) do not, and on the Closing Date will not, result in any violation of the Certificate of Incorporation or by-laws of Xxxx Xxxxxxx and (ii) do not, and on the Closing Date will not, result in a breach of any of the terms or provisions of, or constitute (with or without the giving of notice or the lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation or imposition of any Lien upon any property or assets of Xxxx Xxxxxxx (except for such breaches or defaults or Liens that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect) under (A) any indenture, mortgage or loan agreement or any other material agreement or instrument to which JHVST is a party or by which it may be bound and which relates to the assets of Xxxx Xxxxxxx or to which any properties of Xxxx Xxxxxxx may be subject; (B) any Permit; or (C) any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over Xxxx Xxxxxxx or any of its property.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Hancock John Variable Series Trust I), Agreement and Plan of Reorganization (Hancock John Variable Series Trust I), Agreement and Plan of Reorganization (Hancock John Variable Series Trust I)
