No Conflicting Agreements; Consents. Except as set forth in Schedule 3.5, neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Seller or any Acquired Entity pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will:
(a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (i) the respective Constituent Documents of Seller or any of the Acquired Entities, (ii) any Contract (other than the Credit Facilities), except such violations, conflicts, breaches, defaults, terminations or accelerations which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have a Material Adverse Effect, (iii) any Court Order to which Seller or any of the Acquired Entities is a party or by which Seller or any of the Acquired Entities is bound, or (iv) any requirements of Law affecting Seller or any of the Acquired Entities, except such violations, conflicts, breaches or defaults of such requirements of Law which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby or (B) would not reasonably be expected to have a Material Adverse Effect;
(b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens);
(c) require a permit from, the approval, consent or authorization of, or the making by Seller or any of the Acquired Entities of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, individually or in the aggregate, materially impair the ability of Seller and the Acqu...
No Conflicting Agreements; Consents. Neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Holdings or Sub pursuant to this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will:
(a) violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (or trigger change of control provisions) under or entitle any party to terminate or accelerate (whether with notice or lapse of time or both as a result of events that occurred on or prior to Closing), (i) the Constituent Documents of Holdings or Sub, (ii) any material agreement, lease, sublease, license, sublicense, promissory note, evidence of indebtedness or other Contract (whether written or oral) to which assets of Holdings or Sub are a party or by which Holdings or Sub is bound, (iii) any Court Order to which Holdings or Sub is a party or by which Holdings or Sub is bound, or (iv) any requirements of Law affecting Holdings or Sub, except where such violation, conflict, breach, termination or default (other than with respect to clause (i) above) would not result in a Holdings Material Adverse Effect; or
(b) require Holdings or Sub to obtain any permit, approval, consent or authorization from, or the making by Holdings or by Sub of any declaration, filing or registration with, any Governmental Authority or other Person the failure to obtain or make would have a Holdings Material Adverse Effect, except (i) as provided on Schedule 5.3, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of California on the Closing Date, and (iii) the filing under the HSR Act. Holdings and Sub shall use their best efforts to obtain all permits, approvals, consents, authorizations, filings and registrations set forth on Schedule 5.3 prior to the Closing Date.
No Conflicting Agreements; Consents. Neither the execution and delivery of this Agreement or any of the other agreements to be entered into by either Shareholder pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will:
(a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (whether with notice or lapse of time or both as a result of events that occurred on or prior to Closing), (i) the respective Constituent Documents of such Shareholder (if applicable), (ii) any Contract or any contract, arrangement, commitment or restriction relating to the issuance, sale, transfer, purchase or obtaining of capital stock or other equity securities of the Company, including voting trusts or other agreements relating to the voting of any of the Company Shares to which such Shareholder is a party; (iii) any Court Order to which either Shareholder is a party or by which either Shareholder is bound, or (iv) any requirements of Law affecting either Shareholder;
(b) result in the creation or imposition of any Encumbrance upon any Company Shares; or
(c) require either Shareholder to obtain any permit, approval, consent or authorization from, or the making by either Shareholder of any declaration, filing or registration with, any Governmental Authority or other Person (including, but not limited, to any party to an agreement with such Shareholder), the failure to obtain or make would have a Business Material Adverse Effect, except for the information regarding the Shareholders required to be provided in connection with any Healthcare Approvals (as defined in Section 4.4).
No Conflicting Agreements; Consents. The execution, delivery and performance by UXP of this Agreement and each of the other agreements or instruments to be delivered pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (whether with the passage of time, the giving of notice or both) result in (i) a violation of any law, statute, rule, regulation, order, judgment or decree of any court or any governmental authority or body having jurisdiction over UXP or any of its assets; or (ii) a breach of or default under or the acceleration of any obligation under any material agreement, instrument, lease, contract, mortgage, deed or license to which UXP is a party or by which UXP or any of its assets are bound or affected; or (iii) assuming the approval of the shareholders of UXP as contemplated by Section 2.5, a violation of or a conflict with any Charter Document of UXP. Except for the approval of the Merger by the shareholders of UXP as contemplated by Section 2.5, compliance with any applicable requirements of the Exchange Act, compliance with the rules of the American Stock Exchange and the filing of articles of merger pursuant to Colorado law, no notice to, or consent, approval, order or authorization of, or declaration or filing with, any governmental authority or other Person is required to be obtained or made by UXP in connection with the execution, delivery and performance of or the consummation of the transactions contemplated by this Agreement, except where any of the foregoing, individually or in the aggregate, does not and would not reasonably be expected (i) to have a Material Adverse Effect or (ii) to prevent or materially delay the consummation of the Merger. UXP is subject to no agreement that includes a preferential right in any Person to purchase any Lease or Well that would be triggered by the execution of this Agreement or the consummation of the Merger.
No Conflicting Agreements; Consents. The execution, delivery and performance by each of Parent and Mergerco of this Agreement and each of the other agreements or instruments to be delivered pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (whether with the passage of time, the giving of notice or both) result in (i) a violation of any law, statute, rule, regulation, order, judgment or decree of any court or any governmental agency or body having jurisdiction over Parent or Mergerco or any of their assets, (ii) a breach of or default under or the acceleration of any obligation under any material agreement, instrument, lease, contract, mortgage, deed or license to which Parent or Mergerco is a party or by which Parent or Mergerco or any of their assets are bound or affected, or (iii) a violation of or a conflict with their respective Charter Documents. Except for compliance with applicable requirements of the Exchange Act and the filing of articles of merger pursuant to Colorado law, no notice to, or consent, approval, order or authorization of, or declaration or filing with, any governmental authority or other Person is required to be obtained or made by Parent or Mergerco in connection with the execution, delivery and performance of or the consummation of the transactions contemplated by this Agreement.
No Conflicting Agreements; Consents. Neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Purchaser pursuant to this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will:
(a) violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under or entitle any party to terminate or accelerate (whether with notice or lapse of time or both as a result of events that occurred on or prior to Closing), (i) the Constituent Documents of Purchaser, (ii) any material agreement, lease, sublease, license, sublicense, promissory note, evidence of indebtedness or other contract (whether written or oral) to which assets of Purchaser are a party or by which Purchaser is bound, except such violations, conflicts, breaches or defaults which would not materially impair the ability of Purchaser to perform its obligations hereunder or under the other agreements contemplated hereby to be entered into by Purchaser or would not prevent the consummation of the transactions contemplated hereby or thereby, (iii) any Court Order to which Purchaser is a party or by which Purchaser is bound, or (iv) any material requirements of Law affecting Purchaser, except such violations, conflicts, breaches or defaults of such requirements of Laws which would not reasonably be expected to materially and adversely affect the financial condition or operations of Purchaser or materially impair the ability of Purchaser to perform its obligations hereunder or under the other agreements contemplated hereby to be entered into by Purchaser; or
(b) require a material permit, approval, consent or authorization from, or the making by Purchaser of any material declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made would not materially and adversely affect the financial condition or operations of Purchaser or materially impair the ability of Purchaser to perform its obligations hereunder or under the other agreements contemplated hereby to be entered into by Purchaser or prevent the consummation of the transactions contemplated hereby or thereby.
No Conflicting Agreements; Consents. 7.2.1 KentuckyOne’s execution, delivery and performance of this Agreement and the other agreements to be entered into by KentuckyOne pursuant to the terms of this Agreement does not and will not (a) constitute a breach or violation of its governing documents; (b) constitute a breach or violation of any law, constitution, statute, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which KentuckyOne is subject; (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, or lease to which KentuckyOne is a party or by which it is bound; or
No Conflicting Agreements; Consents. 8.2.1 UMC’s execution, delivery and performance of this Agreement and the other agreements to be entered into by UMC pursuant to the terms of this Agreement does not and will not (a) constitute a breach or violation of its governing documents;
No Conflicting Agreements; Consents. 9.2.1 The University’s execution, delivery and performance of this Agreement and the other agreements to be entered into by University pursuant to the terms of this Agreement does not and will not (a) constitute a breach or violation of its organizing statutes and regulations or corporate agreements; (b) constitute a breach or violation of any other law, constitution, statute, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the University is subject; (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, or lease to which the University is a party or by which it is bound; or (d) require any permit, declaration of, notice to, authorization or consent of any individual or entity, including any Governmental Authority or any party to any contract.
9.2.2 No Governmental Authorization or Governmental Order other than the approval of the Board of Trustees is required on the part of the University in connection with the execution and delivery of this Agreement or the consummation of the Restructuring, or the compliance by the University with any of the provisions hereof or thereof, except for such Governmental Authorizations or Governmental Orders the failure of which to obtain would not have a Material Adverse Effect on the University.
No Conflicting Agreements; Consents. Except as set forth in Schedule 3.4, neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Seller pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will:
(a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (i) the Constituent Documents of Seller or the Acquired Company, (ii) any Material Contract, (iii) any Court Order to which Seller or the Acquired Company is a party or by which Seller or the Acquired Company is bound, or (iv) any material requirements of Law affecting Seller;
(b) result in the creation or imposition of any Encumbrance upon any of the assets of the Acquired Company (except for Permitted Encumbrances); or
(c) require a permit, approval, consent or authorization from, or the making by Seller of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 6.1.
