No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated hereby by the Buyer will (a) violate any provision of the certificate of incorporation or by-laws of the Buyer, (b) require the consent, waiver or approval of any Governmental Entity, except for (i) the expiration of the applicable waiting period under the HSR Act, (ii) consents and approvals to be made and obtained before the Closing and those which have been made and obtained and (iii) such consents and approvals as, if not made or obtained, will not, in the aggregate, have a Buyer Material Adverse Effect, (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, encumbrance, license, contract, lease, franchise, permit, agreement or other instrument or obligation to which the Buyer is a party or by which the Buyer or any of its properties or assets may be bound, except for such violations, breaches and defaults as, in the aggregate, will not have a Buyer Material Adverse Effect or (d) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to the Buyer or by which any of its properties or assets may be bound, except for such violations as, in the aggregate, will not have a Buyer Material Adverse Effect.
No Conflict or Violation; Consents and Approvals. (a) Neither the execution, delivery or performance by the Selling Parties of this Agreement or the Ancillary Agreements nor the consummation by the Selling Parties of the transactions contemplated hereby and thereby will (i) violate or conflict with any provision of the articles of organization or operating agreement of Parent or Seller (as applicable), (ii) violate, conflict with, or result in or constitute a breach or default under (with the giving of notice or passage of time or both), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Business Contract, or (iii) violate any Law or Governmental Order applicable to the Selling Parties, the Business or the Purchased Assets, except in the case of each of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations or accelerations which do not, individually or in the aggregate, have a Material Adverse Effect or materially and adversely affect the ability of the Selling Parties to consummate the transactions contemplated hereby.
(b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Authority is required by or with respect to the Business as a result of the execution and delivery of this Agreement by the Selling Parties or the consummation of the transactions contemplated hereby, except for any approval of or filing with a Governmental Authority required by virtue of Buyer’s or their ultimate parent’s identity.
No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of any Transaction Document by Buyer nor the consummation of the transactions contemplated hereby by Buyer will (a) violate any provision of the constating documents of Buyer, (b) require the consent, waiver or approval of any Governmental Entity, except for consents and approvals to be made and obtained before the Closing, including the Transaction Regulatory Approvals, and those which have been made and obtained, (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any Encumbrance, license, Contract, permit or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound or (d) violate any statute, ordinance, rule or regulation of any Governmental Entity or Order applicable to Buyer or by which any of its properties or assets may be bound.
No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by the Seller nor the consummation of the transactions contemplated hereby by the Seller will (a) violate any provision of the certificate of incorporation or by-laws of the Seller, (b) require the consent, waiver or approval of any federal, state, local or foreign government, or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), except for consents and approvals to be made and obtained before the Closing and those which have been made and obtained, and provided that no requirements of or actions taken by any Governmental Entity in connection with the activities associated with the Reclamation and Closure Plans or the Continuing Support Obligations, as contemplated by Sections 6.10 and 6.11 hereof, shall be deemed such a consent, waiver or approval, (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, encumbrance, license, contract, lease, franchise, permit, agreement or other instrument or obligation to which the Seller or any of the Companies is a party or by which the Seller or any of the Companies or any of their respective properties or assets may be bound, (d) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to the Seller or any of the Companies or by which any of their respective properties or assets may be bound, except as otherwise provided in this Article III, and (e) require the consent, waiver or approval of any third party in connection with the Equipment, Real Property or Real Property Leases and the transactions contemplated by this Agreement, provided that no requirements of or actions taken by any third party in connection with the activities associated with the Reclamation and Closure Plans or the Continuing Support Obligations, as contemplated by Sections 6.10 and 6.11 hereof, shall be deemed such a consent, waiver or approval.
No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of any Transaction Document by the Sellers nor the consummation of the transactions contemplated thereby by Sellers will (a) violate any provision of the organizational documents of any of Van Keuren, (b) require the consent, waiver or approval of any Federal, state, local or foreign government, or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign, and administrative agencies (each a “Governmental Entity”), except for consents and approvals to be made and obtained before the Closing, including the Transaction Regulatory Approvals, and those which have been made and obtained, (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any Encumbrance, license, Contract, lease, franchise, Permit or other instrument or obligation to which Van Keuren is a party or by which Van Keuren or any of its respective properties or assets may be bound or (d) violate any statute, ordinance, rule or regulation of any Governmental Entity or any Order applicable to Van Keuren or by which any of their respective properties or assets may be bound.
No Conflict or Violation; Consents and Approvals. (a) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, will not (i) violate or conflict with any provision of the articles of organization, certificate of incorporation, operating agreement or other governing document of any Seller; (ii) violate any Law, or any order, writ, injunction or decree of any court, administrative agency or governmental body to which any Seller is subject; (iii) violate, conflict with, or result in or constitute a breach or default under (with the giving of notice or passage of time or both) any lease, license, promissory note, conditional sales contract, commitment, indenture, mortgage, deed of trust, or other agreement, instrument or arrangement to which any Seller is a party or by which any Seller or its assets are bound; or (iv) create any lien or other encumbrance on any of the Acquired Assets; (v) violate, conflict with, or result in or constitute a breach or default under (with the giving of notice or passage of time or both), or result in the termination of, or accelerate the performance require by, or result in a right of termination or acceleration under any Assumed Contract.
(b) Except for those consents and approvals set forth on Schedule 3.3(b), no consent, approval, order or authorization of, or registration, declaration or filing with any third party (including any governmental authority and any party to any Assumed Contract) is required by or with respect to the Sellers’ Operations or the transfer of the Acquired Assets (including the assignment of the Assumed Contracts) as a result of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by Seller nor the performance by Seller of its obligations hereunder, including the sale of the Interests, will (a) require the consent, waiver or approval of any Federal, state, local or foreign government, or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), except for consents and approvals described in Section 3.3(a) of the Seller Disclosure Schedule (the "Required Seller Consents"), (b) conflict with, violate or result in any default under the Articles of Incorporation or Bylaws of Seller or the Organizational Documents of CEC, or (c) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Seller or CEC is subject. Notwithstanding any provision in this Agreement to the contrary, (i) in no event shall obtaining the Required Seller Consents require any action by Seller with respect to any Certificate of Public Convenience and Necessity other than providing the notice referred to in Section 3.3(a) of the Seller Disclosure Schedule.
No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by Buyer nor the performance by Buyer of its obligations hereunder will (a) require the consent, waiver or approval of any Governmental Entity, except for consents and approvals described in Section 4.3(a) of the Buyer Disclosure Schedule, (b) require the consent, waiver or approval of any Person other than a Government Entity except the consents, waivers or approvals described in Section 4.3(b) of the Buyer Disclosure Schedule (collectively with (a), the "Required Buyer Consents"), (c) conflict with, violate or result in any default under the Articles of Organization, Operating Agreement, or other similar governing documents of Buyer, (d) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) or give rise to any preferential right to purchase or similar right under, any of the terms, conditions or provisions of any material indenture, mortgage, note, bond, encumbrance, license, contract, lease, franchise, permit, agreement or other material instrument or obligations to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (e) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Buyer is subject. 14 <PAGE> Section
No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by the Seller nor the consummation of the transactions contemplated hereby by the Seller will (a) violate any provision of the certificate of incorporation
No Conflict or Violation; Consents and Approvals. (a) Other than as set forth on Schedule 5.8(a), neither the execution, delivery or performance by Seller of this Agreement or the Ancillary Agreements nor the consummation by Seller of the transactions contemplated hereby and thereby, will (i) violate or conflict with any provision of Seller’s organizational documents, (ii) violate, conflict with, or result in or constitute a breach or default under (with the giving of notice or passage of time or both), or result in the termination of, or permit the acceleration of, the performance required by, or result in a right of termination or acceleration under, any Material Contract to which Seller is a party or by which the Acquired Assets are bound or (iii) violate any Law or Governmental Order applicable to Seller.
(b) Other than as disclosed on Schedule 5.8(b), no consent, approval or authorization of or from, notice to or declaration, filing or registration with, any domestic or foreign Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
