Effect of Agreement; Consents. The execution and delivery of this Agreement and the Ancillary Documents by SciClone do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under or violation of, or result in the creation of any lien, charge or encumbrance pursuant to any provision of the Articles of Incorporation or Bylaws of SciClone, any order, rule, law or regulation of any court or governmental authority, foreign or domestic, or any provision of any material agreement, instrument, understanding, order, judgment or decree to which SciClone is a party or by which SciClone is bound. No consent of any third party or any governmental authority is required to be obtained on the part of SciClone to permit the consummation of the transactions contemplated by this Agreement or the Ancillary Documents.
Effect of Agreement; Consents a. The execution, delivery and performance of this Agreement by Xxxxxxxxx and the consummation by Xxxxxxxxx of the transactions contemplated hereby (i) do not require the consent, approval, clearance, waiver, order or authorization of any Person except PG&E, Security Pacific and Solar; (ii) do not violate any provision of the Articles of Incorporation or Bylaws of Xxxxxxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation of any Governmental Entity or any order, judgment, award or decree of any court or other Governmental Entity to which Xxxxxxxxx is subject or any of the Cogeneration Assets are bound; and (iv) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, would result in a default), or the creation of any Encumbrance pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under any indenture, mortgage, deed of trust, lease or other agreement to which Xxxxxxxxx is a party or to which any of the Cogeneration Assets are subject, in each case, which failure, violation, conflict or breach would, in the aggregate, materially hinder or impair the consummation of the transactions contemplated by this Agreement.
Effect of Agreement; Consents a. The execution, delivery and performance of this Agreement by Tannehill and the consummatixx xx Xxxnehill of the transactionx xxxxxxxlated hereby (i) do not require the consent, approval, clearance, waiver, order or authorization of any Person; (ii) do not violate any provision of the Agreement of Partnership of Tannehill Oil; (iii) do not xxxxxxxx with or violate any permit, concession, grant, franchise, statute, law, rule or regulation of any Governmental Entity or any order, judgment, award or decree of any court or other Governmental Entity to which Tannehill is subject or any xx xxx Xxsets are bound; and (iv) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, would result in a default), of any agreement to which Tannehill is a party or to wxxxx xxx of the Assets are subject, in each case, which failure, violation, conflict or breach would, in the aggregate, materially hinder or impair the consummation of the transactions contemplated by this Agreement. By signing this Agreement, each of the Partners hereby consents to the sale of the Assets by Tannehill Oil to Berry.
Effect of Agreement; Consents. The execution and delivery of this Agreement by Purchaser and Sub and the execution and delivery of the Registration Rights Agreement and the Ancillary Documents by Purchaser and Sub do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof or thereof will not, conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under or violation of, or result in the creation of any lien, charge or encumbrance pursuant to any provision of the Certificate of Incorporation or Bylaws of Purchaser or Sub, any order, rule, law or regulation of any court or governmental authority, foreign or domestic, or any provision of any material agreement, instrument, understanding, order, judgment or decree to which Purchaser or Sub is a party or by which Purchaser or Sub is bound. Except for (a) the consent of parties pursuant to that certain Investors' Rights Agreement
Effect of Agreement; Consents. The execution and delivery of this Agreement by Purchaser does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under or violation of, or result in the creation of any lien, charge or encumbrance pursuant to any order, rule, law or regulation of any court or governmental authority, foreign or domestic, or any provision of any material agreement, instrument, understanding, order, judgment or decree to which Purchaser is a party or by which Purchaser is bound. No consent of any third party or any governmental authority is required to be obtained on the part of Purchaser to permit the consummation of the transactions contemplated by this Agreement.
Effect of Agreement; Consents. The execution, delivery and performance of this Agreement do not conflict with, or result in a breach of, any other agreement, instrument, document, governmental permit, law or rule affecting SciClone. No consent from any third party or from any governmental authority is required to be obtained on the part of SciClone to permit the consummation of the transactions contemplated by this Agreement, excepting only as may be needed under the laws of the Territory with respect to SciClone being the transferee of the Transferred Items, and except that the registration for the resale of the Shares will need to be completed with the SEC as specified in Section 5.2 of this Agreement.
Effect of Agreement; Consents. No consent, authorization, approval or exemption by, or filing with, any governmental or public body or authority is required, which will not have been obtained by Purchaser on or prior to the Closing Date, in connection with the execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which either of them is a party or the taking of any action contemplated thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated by it thereof will not (with or without the giving of notice or the lapse of time, or both) (a) violate any judgment, order, writ or decree of any court applicable to Purchaser, (b) violate any provision of law, statute or regulation to which Purchaser is subject or (c) result in breach of, or conflict with, any contract or other agreement if the effect of such breach or conflict would impair Purchaser's ability to perform its obligations hereunder.
Effect of Agreement; Consents. The execution and delivery of this Agreement and the Purchaser Ancillary Documents by Purchaser do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under or violation of, or result in the creation of any lien, charge or encumbrance pursuant to any provision of the limited partnership agreement of Purchaser, any order, rule, law or regulation of any court or governmental authority, foreign or domestic, or any provision of any material agreement, instrument, understanding, order, judgment or decree to which Purchaser is a party or by which Purchaser is bound. No consent of any third party or any governmental authority is required to be obtained on the part of Purchaser to permit the consummation of the transactions contemplated by this Agreement or the Purchaser Ancillary Documents.
Effect of Agreement; Consents. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by or subject to (a) any bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Effect of Agreement; Consents. The execution and delivery of this Agreement by Sterigenics and the execution and delivery of the Ancillary Documents by Sterigenics do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under or violation of, or result in the creation of any lien, charge or encumbrance pursuant to any provision of the Articles of Incorporation or Bylaws of Sterigenics, any order, rule, law or regulation of any court or governmental authority, foreign or domestic, or any provision of any material agreement, instrument, understanding, order, judgment or decree to which Sterigenics is a party or by which Sterigenics is bound. No consent or approval of any third party or any governmental authority is required to be obtained on the part of Sterigenics to permit the consummation of the transactions contemplated by this Agreement or the Ancillary Documents.
