No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Seller or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Seller or any of its Subsidiaries is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of Seller or any of its Subsidiaries; (ii) conflict with or violate any Applicable Law; or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Purchased Assets (including the assets held by the Transferred Company) pursuant to, or otherwise adversely affect the rights of Seller or any of its Subsidiaries under, or result in the loss of a material benefit under, any Assumed Contract or Business Permit.
No Conflict; Required Consents and Approvals. Buyers’ Guarantor execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under or permit the termination of the Buyers’ Guarantor’s organizational documents, any material contract to which Buyers’ Guarantor is a party or any material law, statute, regulation, rule, ordinance, judgment, decree or order applicable to Buyers’ Guarantor. No consent, order, approval, authorization, declaration or filing with or from any Governmental Authority or any other Person is required on the part of Buyers’ Guarantor for or in connection with the execution and delivery of this Agreement by Buyers’ Guarantor.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Purchaser of this Agreement and each of the Transaction Documents to which it is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws of Purchaser; (ii) conflict with or violate any Applicable Law; or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under or require any consent of any Person pursuant to, any Contract or permit of Purchaser, except, in the case of the foregoing clauses (i), (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a material adverse effect on Purchaser’s ability to consummate the Transactions.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by such Purchaser of this Agreement and each of the Transaction Documents to which such Purchaser is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of such Purchaser; (ii) conflict with or violate any Applicable Law; or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under or require any consent of any Person pursuant to, any material contract or permit of such Purchaser, except, in the case of the foregoing clauses (i), (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a material adverse effect on such Purchaser’s ability to consummate the Transactions.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws of the Company; (ii) materially conflict with or violate any applicable Law; (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of the Company pursuant to, or otherwise adversely affect the rights of the Company under, or result in the loss of any benefit under, an material Contract or material Company Permit.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by each of Parent, Purchaser and Merger Sub of this Agreement and each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws (or comparable organizational documents) of Parent, Purchaser or Merger Sub, as the case may be; (ii) conflict with or violate any applicable Law with respect to Parent, Purchaser or Merger Sub, as the case may be; or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under or require any consent of any Person pursuant to, any Contract or permit of Parent, Purchaser or Merger Sub, as applicable, except, in the case of the foregoing clauses (i), (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a material adverse effect on Parent’s, Purchaser’s or Merger Sub’s ability to consummate the Merger or any of the other transactions contemplated by this Agreement or any of the other Transaction Documents.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Purchaser of this Agreement and each of the Transaction Documents to which it is or will be a party and the consummation of the Transactions do not and will not: (i) conflict with or violate the operating agreement, articles of organization, certificate of incorporation or bylaws or equivalent organizational documents of Purchaser; (ii) assuming compliance with the matters referred to in Section 3.3(b), materially conflict with or violate any applicable Law; or (iii) result in a material breach of, constitute a material default (or an event that, with notice or lapse of time or both, would become a material breach or default) under or require any consent of any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, any material Contract or material Permit of Purchaser.
No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Seller or any Seller Subsidiary of this Agreement and each of the Transaction Documents to which Seller or any Seller Subsidiary is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of Seller or any such Seller Subsidiaries; (ii) conflict with or violate any Law applicable to Seller or any of its Subsidiaries; (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any Consent of or notice to any Person pursuant to, result in the loss of a material benefit under, materially and adversely affect the rights of Seller or any Seller Subsidiary under, or give to others any right of termination, amendment, acceleration or cancellation of any Material Contract, in any case that cannot be cured by obtaining Consent from the counterparty or counterparties thereto, or (iv) result in the creation of an Encumbrance (other than Permitted Encumbrances) on any material portion of the Purchased Assets, except in the cases of the foregoing clause (ii) for violations, conflicts, breaches, defaults, or failure to obtain Consents or provide notifications that would not have a material adverse effect on the Purchased Assets.
No Conflict; Required Consents and Approvals. (a) The execution and delivery of this Agreement by Buyer does not, and the performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the articles of organization or the operating agreement of Buyer, (ii) conflict with or violate any United States federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Buyer or by or to which any of its properties or assets is bound or subject or (iii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, any Contracts to which Buyer is a party or by which any of its properties or assets is bound.
No Conflict; Required Consents and Approvals. Except as set forth in Schedule 2.5, the Company’s execution, delivery and performance of this Agreement and the other agreements, instruments and documents of the Company contemplated hereby will not result in any violation of, be in conflict with or constitute a default under (a) the Company Organizational Documents or any other governing documents of the Company or any Subsidiary, (b) any Material Contract, (c) any Authorization, or (d) any Legal Requirement, except in the case of clauses (b)–(d) for such violations, conflicts or defaults which would not cause a Company Material Adverse Effect. Except as set forth on Schedule 2.5, the execution and delivery of this Agreement and the documents contemplated hereby to be executed by the Company does not, and consummation by the Company of the transactions contemplated hereby and thereby will not, result in the creation or imposition of any Lien upon the Assets or Shares. Except as set forth on Schedule 2.5 and except for any applicable filings and approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), no consent, order, approval, authorization, declaration or filing with or from any Governmental Authority or any party to a Material Contract is required on the part of the Company or any Subsidiary for or in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby by the Company.
