Lack of Conflicts. Except with respect to the HSR Act as set forth in Section 4.1(d), each of the execution, delivery and performance by Lyondell and each member of its Group of this Agreement and the Related Agreements to which any of them is or will be a party and the consummation by them of the transactions contemplated hereby and thereby does not and, as of the Closing, will not (i) violate (with or without the giving of notice or the lapse of time or both) any Legal Requirement applicable to any of them or any of their Subsidiaries, other than those that would not be reasonably likely to have a Material Adverse Effect with respect to Lyondell, (ii) conflict with, or result in the breach of, any provision of the charter or by-laws or similar governing or organizational documents of any of them or any of their Subsidiaries, (iii) result in the creation of any Encumbrance upon any of their assets, other than those contemplated by this Agreement or any of the Related Agreements, or those that would not be reasonably likely to have a Material Adverse Effect with respect to Lyondell, or (iv) violate, conflict with or result in the breach or termination of or otherwise give any other Person the right to terminate, or constitute a default, event of default or an event which with notice, lapse of time or both, would constitute a default or event of default under the terms of, any contract, indenture, lease, mortgage, Government License or other agreement or instrument to which any of them or any of their Subsidiaries is a party or by which the properties or businesses of any of them or any of their Subsidiaries are bound, except for violations, conflicts, breaches, terminations and defaults that would not be reasonably likely to have a Material Adverse Effect with respect to Lyondell.
Lack of Conflicts. The execution, delivery and, assuming (i) the effectiveness of the Amendment, (ii) satisfaction of the condition in Section 6.2(f) and (iii) receipt of the approval contemplated by Section 5.6 and of the Consents contemplated by Schedule 6.2(d), performance by the Company of this Agreement and the Related Securities Agreements to which it is or will be a party and the consummation by it of the transactions contemplated hereby and thereby does not and, as of the Closing, will not (w) violate (with or without the giving of notice or the lapse of time or both) any Legal Requirement applicable to it or any of its Subsidiaries, other than those that would not be reasonably likely to have a Company Material Adverse Effect, (x) conflict with, or result in the breach of, any provision of the charter or by-laws or similar governing or organizational documents of it or any of its Subsidiaries, (y) result in the creation of any Encumbrance upon any of its assets, other than those arising under this Agreement or any of the Related Securities Agreements, or those that would not be reasonably likely to have a Company Material Adverse Effect or (z) violate, conflict with or result in the breach or termination of or otherwise give any other Person the right to terminate, or constitute a default, event of default or an event which with notice, lapse of time or both, would constitute a default or event of default under the terms of, any contract, indenture, lease, mortgage, Government License or other agreement or instrument to which it or any of its Subsidiaries is a party or by which the properties or businesses of it or any of its Subsidiaries are bound, except for violations, conflicts, breaches, terminations and defaults that would not be reasonably likely to have a Company Material Adverse Effect.
Lack of Conflicts. The execution, delivery and, assuming receipt of the Consents contemplated by Schedule 6.3(d), performance by the Purchaser of this Agreement and by each Occidental Party of the Related Securities Agreements to which it is or will be a party and the consummation by each such Occidental Party of the transactions contemplated hereby and thereby does not (i) violate (with or without the giving of notice or the lapse of time or both) any Legal Requirement applicable to it or any of its Subsidiaries, other than those that would not be reasonably likely to have an Occidental Material Adverse Effect, (ii) conflict with, or result in the breach of, any provision of the charter or by-laws or similar governing or organizational documents of such Occidental Party or any of its Subsidiaries, (iii) result in the creation of any Encumbrance upon any of its assets, other than those arising under this Agreement or any of the Related Securities Agreements, or those that would not be reasonably likely to have an Occidental Material Adverse Effect or (iv) violate, conflict with or result in the breach or termination of or otherwise give any other Person the right to terminate, or constitute a default, event of default or an event which with notice, lapse of time or both, would constitute a default or event of default under the terms of, any contract, indenture, lease, mortgage, Government License or other agreement or instrument to which it or any of its Subsidiaries is a party or by which the properties or businesses of it or any of its Subsidiaries are bound, except for violations, conflicts, breaches, terminations and defaults that would not be reasonably likely to have an Occidental Material Adverse Effect.
Lack of Conflicts. Except as set forth on Schedule 1.03(c) to the Marathon, USX or Ashland Put/Call, Registration Rights and Standstill Disclosure Letter, as applicable, neither the execution and delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby does or will (i) conflict with, or result in the breach of any provision of, its charter or by-laws or similar governing or organizational documents or any of its subsidiaries, (ii) violate any Applicable Law or any permit, order, award, injunction, decree or judgment of any Governmental Authority applicable to or binding upon it or any of its subsidiaries or to which any of their respective properties or assets is subject, (iii) violate, conflict with or result in the breach or termination of, or otherwise give any other person the right to terminate, or constitute a default, an event of default or an event which with notice, lapse of time or both, would constitute a default or an event of default under the terms of, any mortgage, indenture, deed of trust or lease or other agreement or instrument to which it or any of its subsidiaries is a party or by which any of their respective properties or assets is subject, except, in the case of clauses (ii) or (iii), for such violations, conflicts, breaches, terminations and defaults which would not have and would not reasonably be expected to have, individually, a Company Material Adverse Effect.
Lack of Conflicts. Neither the execution and delivery of this Agreement by Supplier or the consummation by it of the transactions contemplated hereby, does or will (i) conflict with, or result in the breach of any provision of, the Charter Documents of Supplier or (ii) violate any Applicable Law or any permit, order, award, injunction, decree or judgment of any Governmental Authority applicable to or binding upon Supplier or to which any of its properties or assets is subject.
Lack of Conflicts. Neither the execution and delivery of this Agreement by Bayer or the consummation by it of the transactions contemplated hereby, does or will (i) conflict with, or result in the breach of any provision of, the Charter Documents of Bayer or (ii) violate any Applicable Law or any permit, order, award, injunction, decree or judgment of any Governmental Authority applicable to or binding upon Bayer or to which any of its properties or assets is subject.
Lack of Conflicts. Neither the execution and delivery of this Agreement by the Company or the performance by the Company of its obligations hereunder does or will (i) conflict with, or result in the breach of any provision of, the Charter Documents of the Company, (ii) violate any Applicable Law or any permit, order, award, injunction, decree or judgment of any Governmental Authority applicable to or binding upon the Company or to which any of the properties or assets of the Company is subject or (iii) violate, conflict with or constitute a material breach or termination of, or give any Person the right to terminate, or constitute a material default, event of material default or an event that, with notice, lapse of time or both, would constitute a material default or event of material default, under the terms of any agreement to which the Company is party.
Lack of Conflicts. Neither the execution and delivery of this Agreement by Talecris LLC or the performance by Talecris LLC of its obligations hereunder does or will (i) conflict with, or result in the breach of any provision of, the Charter Documents of Talecris LLC, (ii) violate any Applicable Law or any permit, order, award, injunction, decree or judgment of any Governmental Authority applicable to or binding upon Talecris LLC or to which any of the properties or assets of Talecris LLC is subject or (iii) violate, conflict with or constitute a material breach or termination of, or give any Person the right to terminate, or constitute a material default, event of material default or an event that, with notice, lapse of time or both, would constitute a material default or event of material default, under the terms of any agreement to which Talecris LLC is party.
Lack of Conflicts. Neither the executions and delivery of this Agreement by Talecris GmbH nor the consummation by it of the transactions contemplated hereby, does or will (i) conflict with, or result in the breach of any provision of, the Charter Documents of Talecris GmbH or (ii) violate any Applicable Law or any permit, order, award, injunction, decree or judgment of any Governmental Authority applicable to or binding upon Talecris GmbH or to which any of its properties or assets is subject.
Lack of Conflicts. Neither the execution and delivery of this Agreement by Xxxxx or the consummation by it of the transactions contemplated hereby, does or will (i) conflict with, or result in the breach of any provision of, the Charter Documents of Xxxxx or (ii) violate any Applicable Law or any permit, order, award, injunction, decree or judgment of any Governmental Authority applicable to or binding upon Xxxxx or to which any of its properties or assets is subject.
