No Adverse Implications. Other than pursuant to a Pre-emptive Right, neither the execution and delivery of this Agreement nor the completion and performance of the Transaction and obligations contemplated by or contained in this Agreement will:
(i) give any Person the right to terminate, cancel or amend any contractual or other right of the Vendor where such termination, cancellation or removal would have an adverse effect on the Royalties;
(ii) result in the creation of any Encumbrance on the Royalties or in a breach of or a default under any agreement giving a third party security against the Royalties or in the crystallization of any floating charge on the Royalties, where any of such events could have an adverse effect on the Royalties;
(iii) result in a breach or contravention of or default under any provision of any Permit, Royalty Agreement or Law to which the Vendor is a party or by or to which the Vendor or the Royalties are bound or is subject, which could have an adverse effect on the Royalties or which could impair the legality or enforceability of this Agreement or the Transaction, or require the consent of any Person;
(iv) in the case of a corporate Vendor, be contrary to any of the provisions of the Charter Documents of the Vendor; or
(v) result in any fees, duties, taxes, assessments or other amounts relating to any Royalty becoming due or payable, other than any tax imposed pursuant to Part IX of the Excise Tax Act (Canada) payable by the Purchaser in connection with the Transaction.
No Adverse Implications. Neither the execution and delivery of this Agreement nor the completion and performance of the transactions contemplated by this Agreement will:
(i) give any person, other than Franco or its Affiliates, the right to terminate, cancel or amend any contractual or other right of Xxxxxx where such termination, cancellation or removal would have a material adverse effect on the Royalty;
(ii) result in the creation of any Encumbrance on any of the Mineral Property or in a breach of or a default under any contract, permit or other agreement or in the crystallization of any floating charge on, or the acceleration of any rights or obligations in respect of, any of the Mineral Property; or
(iii) give rise to any right of first offer, pre-emptive right, right of first refusal or other right to purchase.
No Adverse Implications. To the best of the Vendor’s knowledge, except pursuant to the exercise of any applicable ROFO Rights and Buydown Royalties, neither the execution and delivery of this Agreement nor the completion and performance of the Transaction and obligations contemplated by or contained in this Agreement will:
(i) give any Person the right to terminate, cancel or amend any contractual or other right of the Vendor where such termination, cancellation or removal would have an adverse effect on any of the Vendor’s Royalties;
(ii) result in the creation of any Encumbrance on any Royalty;
(iii) result in a breach or contravention of or default under any provision of any Permit, Royalty Agreement or Law to which the Vendor is a party or by or to which the Vendor or any of the Vendor’s Royalties is bound or is subject, which could have an adverse effect on any of the Vendor’s Royalties or which could impair the legality or enforceability of this Agreement or the Transaction, or require the consent of any Person; or
(iv) be contrary to any of the provisions of the Charter Documents of the Vendor.
No Adverse Implications. Except as disclosed in the Vendor Disclosure Letter, none of the execution and delivery of this Agreement, the performance by any Vendor of its obligations hereunder or the completion of the transactions contemplated herein will: (i) give any person the right to terminate, cancel or amend any contractual or other right of the Vendor in respect of any Purchased Assets where such termination, cancellation or amendment would have a material adverse effect on any Purchased Assets; (ii) result in the creation of any Lien on any Purchased Assets, or in a breach of or a default under any contract, permit or other agreement, or in the perfection of any floating charge on, or the acceleration of any rights or obligations in respect of, any of the property rights comprising any Purchased Assets, or entitle any person in whose favour the Vendor has granted any Lien to enforce any security under that Lien, or result in the crystallisation of any floating charge under that Lien; or (iii) give rise to any right of first offer, pre-emptive right, right of first refusal or other right to purchase the rights of the Vendor under the Royalty Documents or Deferred Consideration Documents.
No Adverse Implications. The execution and delivery of this Agreement and the Amalgamation Agreement and the completion and performance of the transactions hereunder and thereunder by it will not:
(i) result in a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of or under:
(A) its Constating Documents or any resolution of its directors or shareholders;
(B) any applicable law, regulation, order, judgment or decree (subject to obtaining the authorizations, consents and approvals that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on 117;
(C) any agreement, arrangement or understanding to which it is a party or by which it or its Assets are bound or affected that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on 117; or
(ii) result in the imposition of any Encumbrance upon any of its Assets that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on 117.
No Adverse Implications. The execution and delivery of this Agreement and the completion and performance of the transactions hereunder and thereunder by it will not:
(i) result in a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of or under:
(A) its Constating Documents or any resolution of its directors or shareholders;
(B) any applicable law, regulation, order, judgment or decree (subject to obtaining the authorizations, consents and approvals;
(C) any agreement, arrangement or understanding to which it is a party or by which it or the Boxi Property is bound or affected; or
(ii) result in the imposition of any Encumbrance upon the Boxi Property.
No Adverse Implications. The execution and delivery of this Agreement by Xxxx and the completion and performance of the transactions hereunder will not result in:
(i) a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of or under,
(A) the Constating Documents of Rush or any resolution of its directors or shareholders,
(B) any applicable law, regulation, order, judgment or decree, or
(C) any agreement, arrangement or understanding to which Rush is a party or by which Rush or its assets are bound or affected that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rush, or
(D) the imposition of any Encumbrance upon any of the assets of Rush that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Rush, or
(ii) Rush being in violation of or non-compliant with the policies of any regulatory body.
No Adverse Implications. The execution and delivery of this Agreement by New Age and the completion and performance of the transactions hereunder will not result in:
(i) a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of or under,
(A) the Constating Documents of New Age or any resolution of its directors or shareholders,
(B) any applicable law, regulation, order, judgment or decree, or
(C) any agreement, arrangement or understanding to which New Age is a party or by which New Age or its assets are bound or affected that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on New Age, or
(D) the imposition of any Encumbrance upon any of the assets of New Age that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on New Age.
No Adverse Implications. Subject to receiving the consent of the Superintendencia for the sale of the Shares to the Buyer as required under Part 5, the making of this Agreement and the completion of the transactions contemplated hereunder and the performance of and compliance with the terms hereof does not and will not: (i) conflict with or result in a breach of or violate any of the terms, conditions or provisions of the constating documents of SETESA; (ii) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which either of SETESA or any of the Seller is subject or constitute or result in a default under any contract to which SETESA or the Seller is a party; (iii) give to any person any remedy, cause of action, right of termination, cancellation or acceleration, right to or to enforce security, or suspension or reduction of benefits under any contract or give any person the right to accelerate the maturity for the payment by SETESA of any amount payable by it; (iv) give to the Bolivian Government or governmental authority including any governmental department, commission, bureau, board or administrative agency any right of termination, cancellation or suspension of, or constitute a breach of or result in a default or reduction of benefits under any permit, license, consent, authorization, approval, privilege or other concession held by SETESA; or (v) result in the creation of Encumbrances on the Business. Seller's Status
No Adverse Implications. Neither the execution and delivery of this Agreement nor the completion and performance of the transactions contemplated hereby will:
(i) give any person the right to terminate or cancel any contractual or other rights with any of the Vendors or Subsidiaries where such termination or cancellation would have a material adverse effect on any of the Vendors or Subsidiaries;
(ii) result in the creation of any Encumbrances, other than the Swiss Royalty, on any of the Purchased Assets or in the default under any agreement giving a third party security against any of the Purchased Assets or in the attachment of any floating security interest or general security interest in a security
(iii) violate any provision of any indenture, mortgage, lien, lease, agreement, instrument, order, statute, ordinance, rule, regulation, permit, arbitration award, judgment or decree to which any of the Vendors or Subsidiaries is a party or by which any of the Vendors or Subsidiaries or the Purchased Assets are bound, the violation of which could have a material adverse effect on any of the Vendors or Subsidiaries or impair the legality or enforceability of this Agreement or the transactions contemplated hereby; nor
(iv) be contrary to the provisions of the Charter Documents of any of the Vendors or Subsidiaries;
