No Conflicts; All Necessary Consents. (a) Neither the execution, delivery or performance by such Consenting Convertible Note Holder of the Transaction Documents to which it is or shall be a party, nor the consummation by such Consenting Convertible Note Holder of the Transactions, does or shall violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) any of the provisions of: (i) any of the organizational documents of such Consenting Convertible Note Holder; (ii) any Contract to which such Consenting Convertible Note Holder is a party; (iii) any Applicable Law; or (iv) any Permit or Order or judgment applicable to such Consenting Convertible Note Holder. (b) Neither the execution, delivery or performance by such Consenting Convertible Note Holder of this Agreement and the other Transaction Documents to which it is or shall be a party, nor the consummation by such Note Holder of the Transactions, does or will: (i) other than the written approval of the Florida Office of Insurance Regulation and any filings with the SEC, in each case, if applicable, require such Consenting Convertible Note Holder to obtain or make any consent, waiver, approval, authorization, Order or Permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority or other authority of any kind; or (ii) require the consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid any breach, default, violation, termination, modification or prepayment thereunder and to avoid the acceleration or cancellation of any rights or obligations thereunder.
Appears in 15 contracts
Samples: Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.)
No Conflicts; All Necessary Consents. (a) Neither the execution, delivery or performance by such Consenting Convertible Note Holder PJC or the Investor of the Transaction Documents to which it is or shall be a party, nor the consummation by such Consenting Convertible Note Holder PJC or the Investor of the Transactionstransactions contemplated herein or therein, does or shall violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) any of the provisions of: (i) any of the organizational documents of such Consenting Convertible Note HolderPJC or the Investor; (ii) any Contract to which such Consenting Convertible Note Holder is a partyContract; (iii) any Applicable Law; or (iv) any Permit or Order or judgment applicable to such Consenting Convertible Note HolderPJC or the Investor.
(b) Neither the execution, delivery or performance by such Consenting Convertible Note Holder PJC or the Investor of this Agreement and the other Transaction Documents to which it is or shall be a party, nor the consummation by such Note Holder PJC or the Investor of the Transactionstransactions contemplated herein or therein, does or will: (i) other than the written approval of the Florida Office of Insurance Regulation and any filings with the SEC, in each case, if applicable, require such Consenting Convertible Note Holder PJC or the Investor to obtain or make any consent, waiver, approval, authorization, Order or Permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority or other authority of any kind; or (ii) require the consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid any breach, default, violation, termination, modification or prepayment thereunder and to avoid the acceleration or cancellation of any rights or obligations thereunder.
Appears in 15 contracts
Samples: Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.)
No Conflicts; All Necessary Consents. (a) Neither Assuming receipt of the Required Consents and all State PUC Approvals, neither the execution, delivery or performance by such Consenting Convertible Note Holder the Purchaser or Merger Sub of this Agreement and the other Transaction Documents to which it is or shall will be a party, nor the consummation by such Consenting Convertible Note Holder the Purchaser and Merger Sub of the Transactions, does or shall will violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) ), any of the provisions of: (i) any of the organizational documents Organizational Documents of such Consenting Convertible Note Holderthe Purchaser or Merger Sub; (ii) any material Contract to which such Consenting Convertible Note Holder the Purchaser or Merger Sub is a party, or by which the Purchaser or Merger Sub or any of their respective properties or assets is otherwise bound; or (iii) any Applicable Law; or (iv) any Permit or Order or judgment Law applicable to such Consenting Convertible Note Holderthe Purchaser or Merger Sub or any of their respective properties or assets.
(b) Neither Except as set forth on Section 4.2(b) of the Purchaser Disclosure Schedule, the execution, delivery or and performance by such Consenting Convertible Note Holder the Purchaser and Merger Sub of this Agreement and the other Transaction Documents to which it either is or shall will be a party, nor and the consummation by such Note Holder the Purchaser and Merger Sub of the Transactions, does or willTransactions will not: (i) other than require the written approval of the Florida Office of Insurance Regulation and any filings with the SEC, in each case, if applicable, require such Consenting Convertible Note Holder Purchaser or Merger Sub to obtain or make any consent, waiver, approval, authorization, Order order or Permit permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority or other authority of any kindEntity; or (ii) require the consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid which the Purchaser or Merger Sub is a party or to which any breachof its respective properties or assets is otherwise subject.
(c) Without limiting the generality of the foregoing Sections 4.2(a) and (b), defaultthere are no facts or circumstances known to the Purchaser that would be reasonably likely to prevent, violationmaterially delay, terminationor otherwise materially interfere with, modification the issuance of the FCC Approval, any of the State PUC Approvals or prepayment thereunder and to avoid any of the acceleration or cancellation of any rights or obligations thereunderother Required Consents.
Appears in 1 contract
Samples: Merger Agreement (Earthlink Inc)