Common use of No Conflicts; Approvals and Consents Clause in Contracts

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Cinergy do not, and the performance by Cinergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws (or other comparable organizational documents) of Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures, or (B) subject to the obtaining of Cinergy Shareholder Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d) and obtaining the Duke Required Statutory Approvals (as defined in Section 3.02(d)(ii)), (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, order, writ or decree (together, "orders"), of any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (each, a "Governmental Authority") applicable to Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, agreement, indenture, franchise, concession, contract, lease or other instrument to which Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures is a party or by which Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergy.

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Cinergy FPL do not, and the performance by Cinergy FPL of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellationcancelation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy FPL or any of its subsidiaries or any of the Cinergy FPL Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws bylaws (or other comparable organizational charter documents) of Cinergy FPL or any of its subsidiaries or any of the Cinergy Joint Venturessubsidiaries, or (B) subject to the obtaining of Cinergy Shareholder FPL Shareholders Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d) and obtaining the Duke Entergy Required Statutory Approvals (as defined in Section 3.02(d)(ii))Approvals, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, order, writ or decree (together, "orders"), of any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, domestic or foreign or supranational (each, a "Governmental Authority") applicable to Cinergy FPL or any of its subsidiaries or any of the Cinergy FPL Joint Ventures or any of their respective assets or properties, or (y) except as disclosed in Section 3.01(d) of the FPL Disclosure Letter, any note, bond, mortgage, security agreement, agreement, indenture, franchise, concession, contract, lease or other instrument to which Cinergy FPL or any of its subsidiaries or any of the Cinergy FPL Joint Ventures is a party or by which Cinergy FPL or any of its subsidiaries or any of the Cinergy FPL Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on CinergyFPL.

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Cinergy do not, and the performance by Cinergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws (or other comparable organizational documents) of Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures, or (B) subject to the obtaining of Cinergy Shareholder Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d) and obtaining the Duke Required Statutory Approvals (as defined in Section 3.02(d)(ii)), (x) any statute, law, rule, regulation or ordinance (together, "“laws"”), or any judgment, order, writ or decree (together, "“orders"”), of any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (each, a "“Governmental Authority"”) applicable to Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, agreement, indenture, franchise, concession, contract, lease or other instrument to which Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures is a party or by which Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergy.

No Conflicts; Approvals and Consents. (i) The Except as disclosed in Section 3.01(d)(i) of the Company Disclosure Letter, the execution and delivery of this Agreement by Cinergy the Company do not, and the performance by Cinergy the Company of its obligations hereunder and the consummation of the Mergers Merger and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy the Company or any of its subsidiaries or any of the Cinergy Company Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws (or other comparable organizational documents) of Cinergy the Company or any of its subsidiaries or any of the Cinergy Company Joint Ventures, or (B) subject to the obtaining of Cinergy the Company Shareholder Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d) and obtaining ), including the Duke Company Required Statutory Approvals (as defined in Section 3.02(d)(ii))Approvals, (x) any statute, law, rule, regulation or ordinance (together, "“laws"”), or any judgment, order, writ writ, injunction or decree (together, "“orders"”), of any Federalfederal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (each, a "“Governmental Authority"”) applicable to Cinergy the Company or any of its subsidiaries or any of the Cinergy Company Joint Ventures or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, credit agreement, indenture, license, franchise, permit, concession, contract, lease lease, deed of trust, partnership agreement, joint venture agreement, obligation or other instrument to which Cinergy the Company or any of its subsidiaries or any of the Cinergy Company Joint Ventures is a party or by which Cinergy the Company or any of its subsidiaries or any of the Cinergy Company Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergythe Company.

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Cinergy each of Constellation and Merger Sub do not, and the performance by Cinergy each of Constellation and Merger Sub of its obligations hereunder and the consummation of the Mergers Merger and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy Constellation or any of its subsidiaries or any of the Cinergy Constellation Joint Ventures under, any of the terms, conditions or provisions of (A) the articles or certificates or articles of incorporation or by-laws (or other comparable organizational documents) of Cinergy Constellation or any of its subsidiaries or any of the Cinergy Joint Venturessubsidiaries, or (B) subject to the obtaining of Cinergy Shareholder Constellation Stockholder Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d) and obtaining the Duke FPL Group Required Statutory Approvals (as defined assuming the accuracy of the representations in Section 3.02(d)(ii3.02(d)), (x1) any statute, law, duty or obligation created by common law, rule, regulation or ordinance (together, "laws"“Laws”), or any judgment, order, writ or decree (together, "orders"“Orders”), of any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (each, a "“Governmental Authority"”) applicable to Cinergy Constellation or any of its subsidiaries or any of the Cinergy Constellation Joint Ventures or any of their respective assets or properties, or (y2) any note, bond, mortgage, security agreement, agreement, indenture, license, franchise, Permit, concession, contract, lease or other instrument to which Cinergy Constellation or any of its subsidiaries or any of the Cinergy Constellation Joint Ventures is a party or by which Cinergy Constellation or any of its subsidiaries or any of the Cinergy Constellation Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses clause (x) and (yB) such items conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, have not had and could would not reasonably be expected to have a material adverse effect on CinergyConstellation.

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Cinergy do Progress does not, and the performance by Cinergy Progress of its obligations hereunder and the consummation of the Mergers Merger and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy Progress or any of its subsidiaries or any of the Cinergy Progress Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws (or other comparable organizational documents) of Cinergy Progress or any of its subsidiaries or any of the Cinergy Progress Joint Ventures, or (B) subject to the obtaining of Cinergy Progress Shareholder Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d) and obtaining ), including the Duke Progress Required Statutory Approvals (as defined in Section 3.02(d)(ii))Approvals, (x) any statute, law, rule, regulation or ordinance (together, "“laws"”), or any judgment, order, writ or decree (together, "“orders"”), of any Federalfederal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (each, a "“Governmental Authority"”) applicable to Cinergy Progress or any of its subsidiaries or any of the Cinergy Progress Joint Ventures or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, credit agreement, indenture, license, franchise, permit, concession, contract, lease lease, obligation or other instrument to which Cinergy Progress or any of its subsidiaries or any of the Cinergy Progress Joint Ventures is a party or by which Cinergy Progress or any of its subsidiaries or any of the Cinergy Progress Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on CinergyProgress.

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Cinergy Entergy do not, and the performance by Cinergy Entergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellationcancelation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy Entergy or any of its subsidiaries or any of the Cinergy Entergy Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws bylaws (or other comparable organizational charter documents) of Cinergy Entergy or any of its subsidiaries or any of the Cinergy Joint Venturessubsidiaries, or (B) subject to the obtaining of Cinergy Shareholder Entergy Shareholders Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d3.02(d) and obtaining the Duke FPL Required Statutory Approvals (as defined in Section 3.02(d)(ii))Approvals, (x) any statute, law, rule, regulation laws or ordinance (together, "laws"), or any judgment, order, writ or decree (together, "orders"), orders of any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (each, a "Governmental Authority") Authority applicable to Cinergy Entergy or any of its subsidiaries or any of the Cinergy Entergy Joint Ventures or any of their respective assets or properties, or (y) except as disclosed in Section 3.02(d) of the Entergy Disclosure Letter, any note, bond, mortgage, security agreement, agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument to which Cinergy Entergy or any of its subsidiaries or any of the Cinergy Entergy Joint Ventures is a party or by which Cinergy Entergy or any of its subsidiaries or any of the Cinergy Entergy Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on CinergyEntergy. Prior to the date of this Agreement, Entergy has received the consent and waiver of Koch Industries, Inc. ("Koch") to the execution and delivery by Exxxxgy of this Agreement, xxe performance by Entergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby, and such consent and waiver is in full force and effect. Accordingly, the execution and delivery by Entergy of this Agreement do not, and the performance by Entergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby will not, conflict with, result in a violation or a breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancelation, modification or acceleration of, or result in any change in any rights or obligations of Entergy or any of its subsidiaries or the Entergy Joint Ventures with respect to, any of the terms, conditions or provisions of the Contribution Agreement for Entergy-Koch, LP dated as of May 26, 2000 (the "Contribution Agreement"), xxxxxxx Koch, Koch Industries International Limited and certain subsidiarxxx of Xxxergy and all related agreements entered into, or to be entered into, in connection therewith. Entergy has previously delivered to FPL true and correct copies of the Contribution Agreement and all related agreements.

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Cinergy Entergy do not, and the performance by Cinergy Entergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellationcancelation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy Entergy or any of its subsidiaries or any of the Cinergy Entergy Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws bylaws (or other comparable organizational charter documents) of Cinergy Entergy or any of its subsidiaries or any of the Cinergy Joint Venturessubsidiaries, or (B) subject to the obtaining of Cinergy Shareholder Entergy Shareholders Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d3.02(d) and obtaining the Duke FPL Required Statutory Approvals (as defined in Section 3.02(d)(ii))Approvals, (x) any statute, law, rule, regulation laws or ordinance (together, "laws"), or any judgment, order, writ or decree (together, "orders"), orders of any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (each, a "Governmental Authority") Authority applicable to Cinergy Entergy or any of its subsidiaries or any of the Cinergy Entergy Joint Ventures or any of their respective assets or properties, or (y) except as disclosed in Section 3.02(d) of the Entergy Disclosure Letter, any note, bond, mortgage, security agreement, agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument to which Cinergy Entergy or any of its subsidiaries or any of the Cinergy Entergy Joint Ventures is a party or by which Cinergy Entergy or any of its subsidiaries or any of the Cinergy Entergy Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on CinergyEntergy. Prior to the date of this Agreement, Entergy has received the consent and waiver of Koch Industries, Inc. ("Koch") to the execution and deliverx xx Entergy of this Agrxxxxnt, the performance by Entergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby, and such consent and waiver is in full force and effect. Accordingly, the execution and delivery by Entergy of this Agreement do not, and the performance by Entergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby will not, conflict with, result in a violation or a breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancelation, modification or acceleration of, or result in any change in any rights or obligations of Entergy or any of its subsidiaries or the Entergy Joint Ventures with respect to, any of the terms, conditions or provisions of the Contribution Agreement for Entergy-Koch, LP dated as of May 26, 2000 (the "Contribution Agreemxxx"), xetween Koch, Koch Industries International Limited and certain subxxxxarxxx of Entergy and all related agreements entered into, or to be entered into, in connection therewith. Entergy has previously delivered to FPL true and correct copies of the Contribution Agreement and all related agreements.