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.
Appears in 5 contracts
Samples: Put/Call, Registration Rights and Standstill Agreement (Marathon Oil Corp), Put/Call, Registration Rights and Standstill Agreement (Marathon Oil Corp), Put/Call, Registration Rights and Standstill Agreement (Ashland Inc)
Lack of Conflicts. Except with respect to the HSR Act as set forth on Schedule 1.03(c) to in Section 4.1(d), each of the Marathonexecution, USX or Ashland Put/Call, Registration Rights delivery and Standstill Disclosure Letter, as applicable, neither performance by the execution and delivery by it Partnership of this Agreement nor and the Related Agreements to which it is or will be a party and the consummation by it of the transactions contemplated hereby and thereby does or 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 it or its Subsidiaries, other than those that would not be reasonably likely to have a Material Adverse Effect with respect to its Subject Business, (ii) conflict with, or result in the breach of of, any provision of, its of the charter or by-laws or similar governing or organizational documents of it or its 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 its subsidiariesSubject Business, or (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, (iiiiv) violate, conflict with or result in the breach or termination of, of or otherwise give any other person 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 mortgagecontract, indenture, deed of trust or lease lease, mortgage, Government License or other agreement or instrument to which it or any of its subsidiaries Subsidiaries is a party or by which any of their respective the properties or assets is subject, except, in the case businesses of clauses (ii) it 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.any of
Appears in 1 contract
Samples: Master Transaction Agreement (Occidental Petroleum Corp /De/)
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.
Appears in 1 contract
Samples: Put/Call, Registration Rights and Standstill Agreement (Usx Corp)