Common use of No Adverse Implications Clause in Contracts

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.

Appears in 2 contracts

Samples: Royalty Purchase Agreement (International Royalty Corp), Royalty Purchase Agreement (International Royalty Corp)

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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: (ia) 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 Royaltiesany Royalty; (iib) result in the creation of any Encumbrance on the Royalties any Royalty or in a breach of or a default under any agreement giving a third party security against the Royalties any Royalty or in the crystallization of any floating charge on the Royaltiesany Royalty, where any of such events could have an adverse effect on the Royaltiesany Royalty; (iiic) 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 any Royalty is bound or is subject, which could have an adverse effect on the Royalties any Royalty or which could impair the legality or enforceability of this Agreement or the Transaction, or require the consent of any Person; (ivd) in the case of a corporate Vendor, be contrary to any of the provisions of the Charter Documents of the Vendor; or (ve) 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.

Appears in 1 contract

Samples: Royalty Purchase Agreement (International Royalty Corp)

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 RoyaltiesRoyalty; (ii) result in the creation of any Encumbrance on the Royalties Royalty or in a breach of or a default under any agreement giving a third party security against the Royalties Royalty or in the crystallization of any floating charge on the RoyaltiesRoyalty, where any of such events could have an adverse effect on the RoyaltiesRoyalty; (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 Royalty is bound or is subject, which could have an adverse effect on the Royalties Royalty 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.

Appears in 1 contract

Samples: Royalty Purchase Agreement (International Royalty Corp)

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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 RoyaltiesRoyalty; (ii) result in the creation of any Encumbrance on the Royalties Royalty or in a breach of or a default under any agreement giving a third party security against the Royalties Royalty or in the crystallization of any floating charge on the RoyaltiesRoyalty, where any of such events could have an adverse effect on the RoyaltiesRoyalty; (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 Royalty is bound or is subject, which could have an adverse effect on the Royalties Royalty 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 DM_VAN/237461-00001/6303642.7 pursuant to Part IX of the Excise Tax Act (Canada) payable by the Purchaser in connection with the Transaction.

Appears in 1 contract

Samples: Royalty Purchase Agreement (International Royalty Corp)

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