No Conflict; Required Filings. (a) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of CharterMac or Purchasers, (ii) conflict with or violate any Law or Order applicable to CharterMac or Purchasers, or (iii) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the properties or assets of CharterMac or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's or Purchasers' properties or assets are bound or affected, except in each case for such violations, conflicts, breaches and creations which could not reasonably be expected to result in a Material Adverse Effect on CharterMac.
(b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac or Purchasers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in a Material Adverse Effect on CharterMac.
No Conflict; Required Filings. (a) The execution and delivery of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any material Encumbrance upon any of the properties or assets of Purchaser under, any provision of (i) the certificate of incorporation or by-laws of Purchaser, (ii) any material Contract to which Purchaser is party or by which it is bound or (iii) any Governmental Order or, subject to the matters described in clauses (i) and (ii) of Section 5.3(b), Law applicable to Purchaser or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not have a Purchaser Material Adverse Effect.
(b) Except as set forth in Section 5.3(b) of the Disclosure Schedule, no material consent authorization, approval, or exemption of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, other than (i) compliance with and filings under the HSR Act, and (ii) to the extent applicable, compliance with and filings under similar Laws of foreign jurisdictions other than the United States.
No Conflict; Required Filings. (a) The execution and delivery of this Agreement and the Transaction Documents do not, and the consummation of the transactions contemplated hereby and thereby shall not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any material Encumbrance upon any of the properties or assets of Purchaser under, any provision of (i) the certificate of incorporation, by-laws or other organizational or governing documents of Purchaser, (ii) any material Contract to which Purchaser is a party or by which it is bound or (iii) any Governmental Order or, subject to the matters described in Section 5.3(b), Law applicable to Purchaser or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not have a Purchaser Material Adverse Effect.
(b) No material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Purchaser in connection with the execution, delivery and performance of this Agreement and the Transaction Documents, or the consummation of the transactions contemplated hereby and thereby, other than those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Effective Date or result in a Purchaser Material Adverse Effect.
No Conflict; Required Filings and --------------------------------- Consents.
(a) The execution and delivery of this Agreement -------- by the Purchaser do not, and the performance of this Agreement by the Purchaser will not, (i) conflict with or violate the articles of incorporation or by-laws or equivalent organizational documents of the Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Purchaser or by which it or its properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event which 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 result in the creation of a lien or encumbrance on any of the property or assets of the Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its properties is bound or affected, except, in the case of this clause (iii) and clause (ii) above, for any such breaches, defaults or other occurrences which would not, individually or in the aggregate, have a material adverse effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the Purchaser.
(b) The execution and delivery of this Agreement by the Purchaser do not, and the performance of this Agreement by the Purchaser (including, without limitation, the consummation of the transactions hereunder) will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign.
No Conflict; Required Filings. (a) Except as set forth on Schedule 4.05(a), neither the execution and delivery of this Agreement or any Ancillary Agreement by such Target Company nor its performance of the transactions contemplated hereby or compliance with the terms of this Agreement or any Ancillary Agreement will, directly or indirectly, with or without notice or lapse of time or both: (i) subject to the notification, early termination or expiration of the waiting period under the HSR Act, if applicable, and any other applicable Antitrust Laws, violate, in any material respect, any Law to which such Target Company or any asset owned, leased or used by such Target Company is subject; (ii) violate or conflict with, in any material respect, or result in a material breach of or default under any Permit of such Target Company or give any Governmental Body the right to terminate, revoke, suspend or modify any Permit of such Target Company; (iii) violate any Organizational Document of such Target Company; (iv) violate or conflict with, in any material respect, or result in a material breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate or modify or exercise any material right or remedy under, any Material Contract to which such Target Company or by which such Target Company is bound or to which any asset of such Target Company is subject; or (v) result in the imposition of any Lien (other than Permitted Liens) upon any asset owned, leased or used by either Target Company.
(b) The Target Companies are not required to file, seek, apply for or obtain any material notice, authorization, approval, order, Permit or consent of or with any Governmental Body in connection with the execution, delivery and performance by the Target Companies of this Agreement and each of the Ancillary Agreements to which such Target Company will be party or the consummation of the transactions contemplated hereby or in order to prevent the termination of any material right, privilege, Permit or qualification, except (i) as set forth on Schedule 4.05(b); or (ii) for any filings required to be made under the HSR Act and any other applicable Antitrust Laws set forth on Schedule 4.05(b) Section 4.06 Financial Statements.
(a) Attached to Schedule 4.06(a) are true, correct and complete copies of the following (collectively, the “Financial Statements”): (i) the unaudited consolidated balance sheet of the Target ...
No Conflict; Required Filings. (a) Except as provided in Section 5.5(a) with respect to the HSR Act and required foreign antitrust filings and/or notices, the execution and delivery of this Agreement and the Transaction Documents do not, and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any material Encumbrance upon any of the properties or assets of Purchaser under, any provision of (i) the certificate of incorporation, by-laws or other organizational or governing documents of Purchaser, (ii) any material Contract to which Purchaser is party or by which it is bound or (iii) any Governmental Order or, subject to the matters described in Section 4.3(b), Law applicable to Purchaser or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not have a Purchaser Material Adverse Effect.
(b) Except as provided in Section 5.5(a) with respect to the HSR Act and required foreign antitrust filings and/or notices, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Purchaser in connection with the execution, delivery and performance of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby and thereby, other than those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or result in a Purchaser Material Adverse Effect.
No Conflict; Required Filings. (a) The execution, delivery and performance of this Agreement does not and will not (with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any provision of the certificate of formation, limited liability company agreement, regulations or other organizational or governing documents of the Purchaser, (ii) contravene, conflict with or violate any Law or Order applicable to the Purchaser or (iii) conflict in any material respect with or violate or breach in any material respect any provision of, or give any third party the right to declare a default or exercise a remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any contract of the Purchaser.
(b) No material consent of, or registration, declaration, notice or filing with, any Governmental Authority or third party is required to be obtained or made by the Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
No Conflict; Required Filings. Neither the execution and delivery of this Agreement by the Company nor the performance by the Company of its obligations hereunder will: (i) conflict with the Company’s Articles of Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or regulation, applicable to the Company or any of the properties or assets of the Company; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company, or result in the creation or imposition of any lien upon any properties, assets or business of the Company under, any material contract or any order, judgment or decree to which the Company is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its covenants under this Agreement;
No Conflict; Required Filings. (a) The execution and delivery of this Agreement by the Sellers does not, and the consummation of the transactions contemplated hereby in accordance with its terms will not conflict with or violate the articles of incorporation or bylaws, or the equivalent organizational documents, in each case as amended or restated, of HVE, or conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgement or decree (collectively, "Laws") applicable to HVE or any Selling Shareholder or by or to which any of their respective properties is bound or subject or except as described in Schedule 3.05 to the HVE Disclosure Schedule.
(b) The execution and delivery of this Agreement by Sellers does not, and consummation of the transactions contemplated hereby will not, require any Seller to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any governmental or regulatory authority, domestic or foreign (collectively, "Governmental Entities"), except for filing appropriate merger documents as required by California Law; and where the failure to obtain such consents, licenses, permits, approvals, waivers, authorizations or orders, or to make such filings or notifications, would not, either individually or in the aggregate, materially interfere with HVE's performance of its obligations under this Agreement and would not have an HVE Material Adverse Effect.
No Conflict; Required Filings and Consents The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed do not constitute a violation of applicable law or violation or breach of the Purchaser's Charter Documents or any provision of any contract, indenture, undertaking or other instrument to which either the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, by-law or regulation applicable to it, nor do they constitute a default (or would with the passage of time or the giving of notice for both, or otherwise, constitute a default) under any contract, agreement or instrument to which the Purchaser is a party or by which it is bound.
