No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller of this Agreement and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller; (b) (i) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or (c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted Lien.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Public Service Co of New Hampshire), Purchase and Sale Agreement, Purchase and Sale Agreement
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller of this Agreement and the Related Agreements other Transaction Documents to which it Seller is or will be a party do not and will not, and the performance by Seller of its obligations hereunder and thereunder will not, under this Agreement and the consummation of the transactions contemplated hereby and thereby other Transaction Documents to which Seller is or will be a party will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Sellerany Acquired Company;
(b) assuming all of the Consents set forth on Schedule 4.2 (ithe “Company Consents”) conflict withhave been obtained, except as set forth in Schedule 4.2(b), result in a violation of or a breach ofof or default, constitute a default underor give rise to any right of termination, cancellation, amendment or modification or acceleration, result in the acceleration ofcreation of any Encumbrance (other than Permitted Encumbrances) on any Purchased Asset, or create require any consent of or notice to any Person, in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (each case with or without the giving of notice, the lapse of time time, or both), any material Contract to which Seller is bound or to which both (any of the foregoing, a “Conflict”) pursuant to any Material Contract, except for any Conflict which (i) would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Acquired Assets is subjectCompanies, taken as a whole, or (ii) conflict with would result solely as a result of the specific legal, regulatory or financial status of Buyer or its Affiliates, or as a result of any other facts or circumstances that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged, other than the Business; and
(c) assuming the Seller Approvals and the Company Consents have been obtained or given, (i) result in a violation or breach of any Law, Order term or Permit provision of any Law applicable to which Seller any Acquired Company or any of the Acquired Purchased Assets is subject, or (iiiii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than such Consents which, in each case (A) if not made or obtained, would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Acquired Companies, taken as a whole, or (B) are required solely as a result of the specific legal, regulatory or financial status of Buyer or its Affiliates, or as a result of any Permitted Lienother facts or circumstances that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged, other than the Business.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Vistra Energy Corp), Purchase and Sale Agreement (Vistra Energy Corp), Purchase and Sale Agreement (Energy Future Intermediate Holding CO LLC)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller of this Agreement and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order Law or material Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted Lien.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Public Service Co of New Hampshire), Purchase and Sale Agreement, Purchase and Sale Agreement
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by such Seller of this Agreement and, and when executed, the Related Ancillary Agreements to which it such Seller is or will be a party do not and will not, and the performance by such Seller of its obligations hereunder and thereunder will notunder this Agreement and, and when executed, the consummation of the transactions contemplated hereby and thereby Ancillary Agreements to which such Seller is a party will not:
(a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Seller;
(b) (iassuming all consents set forth on Schedule 4.03(b) conflict withhave been obtained or waived in writing, be in violation of or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which such Seller is bound a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which any of the Acquired Assets such Seller is subject, a party and (ii) conflict with or approvals required as a result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent business activities of any Governmental Authority under any applicable LawBuyers and their Affiliates; or
(c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in the imposition a material adverse effect on such Seller’s ability to perform its obligations hereunder or creation (ii) require any consent or approval of any Lien on Governmental Authority, or notice to, or declaration, filing or registration with, any Acquired AssetGovernmental Authority, under any Applicable Law, other than any Permitted Lien(1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their Affiliates.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Sunedison, Inc.), Purchase and Sale Agreement (TerraForm Power, Inc.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller Buyer of this Agreement and the Related Agreements other Transaction Documents to which it Buyer is a party do not, and the performance by Buyer of its obligations under this Agreement and the Transaction Documents to which Buyer is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of SellerBuyer;
(b) assuming all required Consents set forth in Schedule 5.3 (icollectively, the “Buyer Approvals”) conflict withhave been made, obtained or given, result in a material violation of or a material breach of, constitute a default under, result in the acceleration ofof or default, or create in give rise to any Person the right to accelerateof termination, terminatecancellation, modify, revoke, suspend material amendment or cancel (with modification or without giving of notice, the lapse of time or both), acceleration under any material Contract to which Seller Buyer is bound a party, except for any such violations, breaches or defaults (or rights of termination, cancellation, material amendment or modification or acceleration) which would not, individually or in the aggregate, reasonably be expected to which have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement or any of the Acquired Assets other Transaction Documents to which Buyer is subjector will be a party; and
(c) assuming all Buyer Approvals have been obtained or given, (iii) conflict with or result in a violation of, or breach of any Lawterm or provision of, Order any Law applicable to Buyer, except as would not have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement or Permit any other Transaction Document to which Seller or any of the Acquired Assets Buyer is subject, a party or (iiiii) require the any Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than such Consents which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement or any Permitted Lienof the other Transaction Documents to which Buyer is or will be a party.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Vistra Energy Corp), Purchase and Sale Agreement (Vistra Energy Corp), Purchase and Sale Agreement (Energy Future Intermediate Holding CO LLC)
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 4.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by Seller the Existing Member of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, the performance by Seller of its obligations hereunder and thereunder will not, and nor the consummation by the Existing Member of the transactions contemplated hereby and or thereby will not:
will: (ai) violate or conflict with or result in a violation or breach of any of the terms, conditions or provisions provision of the Organizational Documents of Seller;
the Existing Member; (bii) (i) conflict withviolate, result in a breach of, constitute a default (or event which, after giving of notice or lapse of time, or both, would become a default) under, cause the loss of any right, benefit or authorization to which the Company or the Business is entitled under, or require consent or notice under any Material Contract, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend modify or cancel any Material Contract; (with or without giving iii) assuming receipt of notice, the lapse all Consents of time or both), any material Contract to which Seller is bound or to which any Governmental Authorities described in Section 4.03(b) of the Acquired Assets is subjectDisclosure Schedule, (ii) violate, conflict with with, or result in a violation of or breach of conflict with, any Law, Order or Permit Law to which Seller or any of the Acquired Assets Existing Member is subject, ; or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the Company, the Assets, the Business or any Acquired AssetLien (other than as may be set forth in the Company’s Organizational Documents or those arising from restrictions on the sale of securities under applicable securities Laws) on the Membership Interests, except in the case of clauses (ii) or (iv), as would not reasonably be expected to have a material and adverse effect on the Existing Member, the Business or the Assets, taken as a whole.
(b) No Consent of, or Filing with or to, any Person (including a Governmental Authority) is required to be obtained or made by the Existing Member in connection with the execution and delivery by the Existing Member of this Agreement or the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than (i) requirements of any Permitted LienCompetition Laws, or as set forth on Section 4.03(b) of the Disclosure Schedule, (ii) Consents or Filings set forth in Section 4.03(b) of the Disclosure Schedule, (iii) Filings and Consents not required to be made, given or obtained until after the Closing and set forth in Section 4.03(b) of the Disclosure Schedule, or (iv) requirements applicable as a result of the specific legal or regulatory status of the New Member or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the New Member or any of its Affiliates are or propose to be engaged (other than the business of the Company (including the Business) from and after the Closing).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (LyondellBasell Industries N.V.), Membership Interest Purchase Agreement
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 3.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by Seller the Company of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, the performance by Seller of its obligations hereunder and thereunder will not, and nor the consummation by the Company of the transactions contemplated hereby and or thereby will not:
will: (ai) violate or conflict with or result in a violation or breach of any of the terms, conditions or provisions provision of the Organizational Documents of Seller;
the Company; (bii) (i) conflict withviolate, result in a breach of, constitute a default (or event which, after giving of notice or lapse of time, or both, would become a default) under, cause the loss of any right, benefit or authorization to which the Company or the Business is entitled under, or require consent or notice under any Material Contract, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend modify or cancel any Material Contract; (with or without giving iii) assuming receipt of notice, the lapse all Consents of time or both), any material Contract to which Seller is bound or to which any Governmental Authorities described in Section 3.03(b) of the Acquired Assets is subjectDisclosure Schedule, (ii) violate, conflict with with, or result in a violation of or breach of conflict with, any Law, Order or Permit Law to which Seller the Company, the Assets or any of the Acquired Assets Business is subject, ; or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the Assets or the Business or any Acquired AssetLien (other than as may be set forth in the Company’s Organizational Documents or those arising from restrictions on the sale of securities under applicable securities Laws) on the Membership Interests, except in the case of clauses (ii) through (iv), as would not reasonably be expected to have a material and adverse effect on the Company, the Business or the Assets, taken as a whole.
(b) No Consent of, or filing, notification, notice or application (each a “Filing”) with or to any Person (including a Governmental Authority) is required to be obtained or made by the Company in connection with the execution and delivery by the Company of this Agreement or the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than (i) requirements of any Permitted LienCompetition Laws, (ii) Consents or Filings set forth in Section 3.03(b) of the Disclosure Schedule, (iii) Filings and Consents not required to be made, given or obtained or given until after the Closing and set forth in Section 3.03(b) of the Disclosure Schedule, or (iv) requirements applicable as a result of the specific legal or regulatory status of the New Member or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the New Member or any of its Affiliates are or propose to be engaged (other than the business of the Company (including the Business) from and after the Closing).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (LyondellBasell Industries N.V.), Membership Interest Purchase Agreement
No Conflicts; Consents and Approvals. Assuming all of (i) The execution, delivery and performance by the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller Company of this Agreement and the Related Agreements other Transaction Documents to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby do not and will not:
not (a) conflict with or without the giving of notice, the DOC ID - 32901658.22 37 lapse of time, or both) result in a (i) assuming compliance with the matters referred to in Section 3.4(b), any violation or breach of any Law applicable to the Group Companies or any of the termsproperties or assets of the Group Companies or the violation or revocation of any required Permit from any Governmental Entity, conditions (ii) except as set forth on Schedule 3.4(a) of the Company Disclosure Letter, any violation or provisions breach of, any termination or modification of any right, or the triggering or acceleration of any payments or rights under, or require a Consent under, any Material Contract or the creation of any Lien upon any of the properties or assets of the Group Companies or (iii) subject to the receipt of the Company Stockholder Written Consent, any violation of the Organizational Documents of Seller;
(b) the Group Companies, except in the case of clauses (i) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel and (with or without giving of notice, the lapse of time or bothii), any material Contract to which Seller is bound or to which the extent that the occurrence of any of the Acquired Assets is subjectforegoing would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
(ii) Other than (i) compliance with and filings under the HSR Act, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller or any the filing of the Acquired Assets is subjectCertificate of Merger, or and (iii) require the Licensee Consents as set forth on Schedule 3.4(b) of the Company Disclosure Letter, no Consent of any Governmental Authority under any applicable Law; or
(c) result Entities is required to be obtained by the Group Companies in connection with the execution, delivery and performance of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such Consents would not reasonably be expected to be, individually or in the imposition or creation of any Lien on any Acquired Assetaggregate, other than any Permitted Lienmaterial to the Group Companies, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Priority Technology Holdings, Inc.), Merger Agreement (Priority Technology Holdings, Inc.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons Except as set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained3.8, and assuming subject to obtaining the truth consents and accuracy of Buyer’s representations and warranties set forth hereinapprovals referred to in Section 2.2(a), the execution execution, delivery and delivery by Seller performance of this Agreement and each other Transaction Document to which the Related Agreements Company or any of its Affiliates is or will be a party and the consummation of the transactions contemplated by this Agreement and by each other Transaction Document to which the Company or any of its Affiliates is or will be a party does not and will not (i) violate or result in a breach of the Governing Documents of the Company or such Affiliate; (ii) violate or result in a material breach of or default under (whether with the giving of notice, the passage of time or both) any Material Contract or Real Property Agreement, or give rise to any right of termination, cancellation or acceleration, or give rise to a material change in terms, thereunder; (iii) violate any Law applicable to, or result in the suspension or revocation of any material Permit held by, a Group Company; (iv) result in the creation of any Lien upon any assets of any Group Company, other than Permitted Encumbrances; or (v) assuming the accuracy of the representations made by Investor and Investor Parent in this Agreement and in the A&R LLC Agreement, and other than such notices that have already been given, filings that have already been made and consents that have already been obtained, require the sending of any notice to, making of any filing with or obtaining of any consent or approval from any Governmental Authority or any other party to any Material Contract or Real Property Agreement, except, in the case of clauses (ii), (iii), (iv) and (v) (x) for filings pursuant to applicable securities laws or (y) as would not be materially adverse to the Company or its relevant Affiliate, including its ability to perform its obligations under this Agreement or any of the other Transaction Documents to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) conflict with, result in a breach of, constitute a default under, result in the acceleration ofparty, or create in any Person to the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted LienProject.
Appears in 2 contracts
Samples: Unit Purchase and Subscription Agreement (Ioneer LTD), Unit Purchase and Subscription Agreement (Ioneer LTD)
No Conflicts; Consents and Approvals. Assuming all Subject to (a) receipt of the Consents permits, authorizations, clearances, consents, waivers and approvals (each, a “Consent”), and the making of the filings and notifications, in each case listed in Section 4.03 of the Seller Disclosure Schedule, (b) the requirements of the HSR Act and applicable non-U.S. Laws and Governmental Authorities with respect to foreign investment and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedcompetition, and assuming (c) the truth filing by Seller or Purchaser of reports under the Exchange Act and accuracy as contemplated by applicable stock exchange rules, none of Buyer’s representations and warranties set forth herein, (i) the execution and delivery by Seller of this Agreement and the Related Agreements each Ancillary Agreement to which it is or will be a party do not and will notparty, (ii) the performance consummation by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will notor thereby, or (iii) the compliance by Seller with any of the provisions hereof or thereof, as the case may be, will:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (iA) conflict with, or result in a the breach ofof any provision of the certificate of incorporation or by-laws or other organizational documents of Seller, constitute a default underthe Company or any of the Company Subsidiaries;
(B) require Seller, the Company or any of the Company Subsidiaries to make any filing with or notification to, or obtain any Consent from, any Governmental Authority, except as may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the transactions contemplated by this Agreement and by the Ancillary Agreements;
(C) conflict with, violate, or result in the breach by Seller, the Company or any of the Company Subsidiaries of any applicable Law;
(D) conflict with, violate, result in the acceleration breach or termination of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel constitute (with or without giving of notice, the notice or lapse of time or both)) a default under, require Seller, the Company or any of the Company Subsidiaries to obtain any Consent from, make any filing with or give any notice to any Person under, give rise to any right of termination or acceleration or right to increase the obligations or otherwise adversely modify the terms under, any material Material Contract to which Seller Seller, the Company or any of the Company Subsidiaries is bound a party or to by which any of the Acquired Assets is subjectassets of Seller, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller the Company or any of the Acquired Assets Company Subsidiaries is subject, or (iii) require the Consent of any Governmental Authority under any applicable Lawbound; or
(cE) result in the imposition or creation of any Lien on any Acquired Asset, (other than any Permitted LienLien or any Lien created by or through Purchaser) upon any of the Shares or any of the assets, properties or rights of the Company or any of the Company Subsidiaries; except, (x) in the case of (D) above, as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or to prevent or materially impair or delay Seller from performing its obligations under this Agreement and the other Transaction Documents or from consummating the transactions contemplated hereby or thereby, and (y) in the case of each of (B), (C) and (E) above, as would not be material to the Business.
Appears in 2 contracts
Samples: Acquisition Agreement (Arris Group Inc), Acquisition Agreement (Arris Group Inc)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”a) have been obtained, and assuming the truth and accuracy of BuyerThe Company’s representations and warranties set forth herein, the execution and delivery by Seller of this Agreement and the Related Agreements to which it is or will be a party hereof do not and will not, the Company’s performance by Seller of its obligations covenants and agreements hereunder and thereunder will shall not, and the consummation of the transactions contemplated hereby and thereby will shall not:
, (ai) conflict with or result in a violation violate the Constituent Documents of the Company or breach of any of the termsCompany Significant Subsidiaries, conditions or provisions (ii) subject to making the Filings and obtaining the Consents contemplated by Section 3.4(b) and obtainment of the Organizational Documents of Seller;
Company Stockholder Approval, violate any applicable Law or (biii) (i) conflict withbreach, result in a breach ofthe loss of any benefit under, constitute be a default (or an event that, with or without notice or lapse of time, or both, would be a default) under, result in the acceleration oftermination, cancellation or create in any Person amendment of or a right of termination, cancellation or amendment under, accelerate the right to accelerateperformance required by, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Assetof the respective properties or assets of a Company Entity under, any Company Material Contract to which any Company Entity is a party or by which any asset of a Company Entity is bound or affected, except, in the case of the foregoing clauses (ii) and (iii), as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect.
(b) The Company’s execution and delivery hereof do not, the Company’s performance of its covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, require any Company Entity to make any registration, declaration, notice, report, submission, application or other than filing (each, a “Filing”) with or to, or to obtain any Permitted Lienconsent, approval, waiver, license, permit, franchise, authorization or Order (each, “Consent”) of, any Governmental Authority, except for the following:
(i) the filing with the SEC of the Proxy Statement in preliminary and definitive form;
(ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware;
(iii) the Filings required by the Exchange Act, the Securities Act and the rules and regulations of Nasdaq;
(iv) the Filings and Consents listed in Section 3.4(b)(iv) of the Company Disclosure Schedule (the “Specified Filings and Specified Consents,” respectively);
(v) the HSR Clearance and the Filings required by the HSR Act for the transactions contemplated hereby; and
(vi) any other Filing with or to, or other Consent of, any Governmental Authority, the failure of which to make or obtain would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that, except to the extent a Governmental Authority is the subject of a Specified Filing or a Specified Consent, this Section 3.4(b) shall not apply to a Governmental Authority to the extent acting in its capacity as a customer of any Company Entity.
Appears in 2 contracts
Samples: Merger Agreement (Centene Corp), Merger Agreement (Magellan Health Inc)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller of this Agreement of, and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will under, this Agreement by Buyer do not, and the consummation by Buyer of the transactions contemplated hereby and thereby Contemplated Transactions or by any of the Buyer Ancillary Agreements will not:
(a) conflict assuming the receipt of all necessary authorizations, consents, approvals, orders and waivers and the filing of all necessary documents as described in Section 6.3(b), with or without the giving of notice, lapse of time or both, conflict with, result in a violation or breach of any of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, (i) the Organizational Documents Certificate of Seller;Formation, Operating Agreement or other governing documents of Buyer, (ii) any contract to which Buyer is a party or by which Buyer or any of its assets, properties or businesses may be subject or bound, (iii) any Governmental Order to which Buyer is a party or by which Buyer or any of its assets, properties or businesses may be subject or bound or (iv) any material Laws or Governmental Permits applicable to Buyer or any of its assets, properties or businesses, other than, in the case of clause (ii) above, any such conflicts, violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not reasonably be expected to adversely affect in any material respect the ability of Buyer to enter into, perform its obligations under and consummate the Contemplated Transactions; or
(b) require the authorization, consent, approval, order, waiver or act of, or the making by Buyer of any declaration, filing or registration with or notice to, any Person, except (i) conflict with, result in a breach of, constitute a default under, result in the acceleration ofconnection, or create in any Person compliance, with the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any provisions of the Acquired Assets is subjectHSR Act, and (ii) conflict with such authorizations, consents, approvals, orders, waivers, acts of, declarations, filings, registrations or result in a violation notices the failure of which to be obtained or breach of any Lawmade, Order individually or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation aggregate, would reasonably be expected to adversely affect in any material respect the ability of any Lien on any Acquired AssetBuyer to enter into, other than any Permitted Lienperform its obligations under and consummate the Contemplated Transactions.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Acadia Healthcare Company, Inc.), Membership Interest Purchase Agreement (Acadia Healthcare Company, Inc.)
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 3.5(a) of the Consents Disclosure Schedule, the execution, delivery or performance by the Company of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller of this Agreement and the Related Agreements Transaction Documents to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby Transactions will not:
not (a) conflict with or result in a violation violate any provision of the Certificate of Incorporation or breach By-laws of the Company or any Organizational Document of any of the terms, conditions or provisions of the Organizational Documents of Seller;
its Subsidiaries; (b) (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, or create in any Person the any right to accelerate, terminate, modifymodify or cancel, revoke, suspend or cancel (with or without giving of require any notice, the lapse of time consent or both)waiver under, any material Contract Contractual Obligation or any Law applicable to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller Company or any of the Acquired Assets is subject, its Subsidiaries or (iii) require the Consent any of any Governmental Authority under any applicable Lawtheir respective properties and assets; or
(c) result in the imposition or creation of any Lien upon any properties or assets of the Company or any of its Subsidiaries; (d) result in the Company being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations of the Company or any of its Subsidiaries or any options or other rights exercisable for any of same; or (e) cause the accelerated vesting of any Employee Share Options or other employee benefits or result in any obligations on the part of the Company or any Acquired Assetof its Subsidiaries to pay any additional severance benefits upon the termination of the employment of any employee thereof.
(b) Except as set forth in Section 3.5(b) of the Disclosure Schedule, other than the Company is not required to obtain any Permitted Lienconsent, authorization or approval of, or make any filing, notification or registration with, any Governmental Authority or any self regulatory organization in order for the Company to execute, deliver and perform any Transaction Document to which it is a party or to consummate any of the Transactions (“Company Approvals”). The Company has no reason to believe that any of the consents, authorizations or approvals listed in Section 3.5(b) of the Disclosure Schedule will not be received or will be received with conditions, limitations or restrictions that would adversely impact the Company or any of its Subsidiaries.
(c) Except as set forth in Section 3.5(c) of the Disclosure Schedule, no Contractual Consents are required to be obtained under any Contractual Obligation applicable to the Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Company of any Transaction Document to which it is a party or the consummation of any of the Transactions (“Company Contractual Consents”).
Appears in 2 contracts
Samples: Series a Convertible Preferred Shares Purchase Agreement (China BCT Pharmacy Group, Inc.), Series a Convertible Preferred Shares Purchase Agreement (China BCT Pharmacy Group, Inc.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller of this Agreement and the Related Ancillary Agreements to which it Seller is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, do not and the consummation of the transactions contemplated hereby and thereby and the taking of any action contemplated to be taken by the Project Company hereunder or thereunder will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Sellerthe Project Company;
(b) assuming all of the consents set forth on Schedule 4.2 (ithe “Company Consents”) conflict withhave been obtained, be in material violation of or result in a material breach ofof or default (or give rise to any material right of termination, constitute a default undercancellation or acceleration) under any Material Contract;
(c) assuming the Seller Approvals, result the Company Consents and other notifications provided in the acceleration ofordinary course of business have been made, obtained or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subjectgiven, (iii) conflict with or result in a violation or breach of any Law, Order term or Permit provision of any Law applicable to which Seller the Project Company or any of the Acquired its material Assets is subject, which would reasonably be expected to result in a Material Adverse Effect or (iiiii) require the Consent consent or approval of any Governmental Authority Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any applicable Law, other than such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not reasonably be expected to result in a Material Adverse Effect; or
(cd) result in the imposition or creation of any Lien on any Acquired Assetmaterial Asset of the Project Company, other than any Permitted LienLiens, or on the Project Company Interests.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Consumers Energy Co), Purchase and Sale Agreement (CMS Energy Corp)
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 5.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by such Seller of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, nor the performance consummation by such Seller of its obligations hereunder and thereunder the Transactions will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) violate or conflict withwith any provision of such Seller’s Organizational Documents, (ii) violate, result in a breach ofof or require consent or notice under any material Contract to which such Seller is a party, constitute a default under, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend modify or cancel any such material Contract, (with or without giving iii) assuming receipt of notice, the lapse all Consents of time or both), any material Contract to which Seller is bound or to which any Governmental Authorities described in Section 5.03(b) of the Acquired Assets is subjectDisclosure Schedule, (ii) conflict with materially violate or result in a material violation or breach of any Law, Order or Permit Law to which such Seller or any of the Acquired Assets is subject, subject or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the General Partner Interests or the Partnership Interests, except in the case of clauses (ii) and (iv), as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay such Seller’s ability to timely consummate the Transactions.
(b) No Consent of, with or to any Acquired AssetGovernmental Authority is required to be obtained or made by such Seller in connection with the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any Permitted Liensecurities Laws, (ii) Consents set forth in Section 5.03(b) of the Disclosure Schedule, (iii) Consents required under the HSR Act, (iv) Consents not required to be made or given until after the Closing and (v) Consents that may be required because of the Purchaser’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of the Purchaser or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the Purchaser or any of its Affiliates are or propose to be engaged (other than the Business).
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth hereinWith respect to each Buyer Party, the execution and delivery by Seller of this Agreement of, and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will under, this Agreement by such Buyer Party do not, and the consummation by such Buyer Party of the transactions contemplated hereby and thereby Contemplated Transactions or by any of the Buyer Ancillary Agreements will not:
(a) With or without the giving of notice, lapse of time or both, conflict with or with, result in a violation or breach of any of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, (i) the Organizational Constituent Documents of Seller;such Buyer Party, (ii) any contract to which such Buyer Party is a party or by which such Buyer Party or any of its assets, properties or businesses may be subject or bound, (iii) any Governmental Order to which such Buyer Party is a party or by which such Buyer Party or any of its assets, properties or businesses may be subject or bound or (iv) any material Laws or Governmental Permits applicable to such Buyer Party or any of its assets, properties or businesses, other than, in the case of clause (ii) above, any such conflicts, violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not reasonably be expected to adversely affect in any material respect the ability of such Buyer Party to enter into, perform its obligations under and consummate the Contemplated Transactions; or
(b) Require the authorization, consent, approval, order, waiver or act of, or the making by Buyer of any declaration, filing or registration with or notice to, any Person, except (i) conflict within connection, result or in a breach ofcompliance, constitute a default under, result with the listed issuer obligations of the Toronto Stock Exchange as set forth in the acceleration ofTSX Company Manual, each of which has been obtained or create in any Person the right complied with prior to accelerateClosing, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, and (ii) conflict with such authorizations, consents, approvals, orders, waivers, acts of, declarations, filings, registrations or result in a violation notices the failure of which to be obtained or breach of any Lawmade, Order individually or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation aggregate, would reasonably be expected to adversely affect in any material respect the ability of any Lien on any Acquired Assetsuch Buyer Party to enter into, other than any Permitted Lienperform its obligations under and consummate the Contemplated Transactions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Northstar Healthcare Inc)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller such Party of this Agreement do not, and the Related Agreements performance by such Party of its obligations under the Transaction Documents to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Sellersuch Party;
(b) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth, with respect to Purchaser, on Part I of Schedule 5.03(b) (icollectively, the “Purchaser's Approvals”) conflict withand, with respect to MEMC, on Part II of Schedule 5.03(b) (collectively, “MEMC's Approvals”), have been obtained, be in violation of or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which Seller such Party is bound a party, except for any such violations or to defaults (or rights of termination, cancellation or acceleration) which any of would not, individually or in the Acquired Assets is subjectaggregate, (ii) conflict with or result in a violation or breach of any Law, Order or Permit material adverse effect on such Party's ability to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Lawperform its obligations hereunder; or
(c) assuming all Purchaser's Approvals or MEMC Approvals, as applicable, and other notifications provided in the ordinary course of business and, to the extent applicable, consistent with past practice have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Party, except as would not, individually or in the aggregate, result in the imposition a material adverse effect on such Party's ability to perform its obligations hereunder or creation (ii) require any consent or approval of any Lien on Governmental Authority, or notice to, or declaration, filing or registration with, any Acquired AssetGovernmental Authority, under any Applicable Law, other than any Permitted Liensuch consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, result in a material adverse effect on such Party's ability to perform its obligations hereunder.
Appears in 1 contract
Samples: Stock Sale Agreement (Memc Electronic Materials Inc)
No Conflicts; Consents and Approvals. Assuming all of (a) Neither the Consents of the Governmental Authorities execution, delivery and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller performance of this Agreement and by Purchaser, or of the Related other Transaction Agreements to which it is a party, nor the consummation by Purchaser of the transactions contemplated hereby or will thereby, shall: (i) conflict with, violate or result in a breach of, or result in the acceleration of any rights under or the creation in any party of the right to accelerate any provisions of the certificate of incorporation or bylaws (or equivalent organizational documents) of Purchaser; (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of Purchaser, pursuant to any Contract to which Purchaser is a party, that would in any such event, have or reasonably be expected to have, individually or in the aggregate, a party do not Purchaser Material Adverse Effect; or (iii) violate any applicable Law or Order applicable to Purchaser or any of its properties or assets.
(b) The execution, delivery and will not, the performance by Seller Purchaser of its obligations hereunder this Agreement, and thereunder will notof the other Transaction Agreements to which it is a party, and the consummation by Purchaser of the transactions contemplated hereby and thereby does not and will not:
(a) conflict not require any consent, approval, authorization or permit of, action by, filing with or result in a violation or breach of notification to, any of the termsPerson, conditions or provisions of the Organizational Documents of Seller;
(b) except for (i) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, Closing Regulatory Approvals and (ii) conflict those consents, approvals, authorizations or permits of, actions by, filings with or result in a violation notifications the failure of which to be made or breach of any Lawobtained would not reasonably be expected to have, Order individually or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Assetaggregate, other than any Permitted Lien.a Purchaser Material Adverse Effect. |
Appears in 1 contract
Samples: Share Purchase Agreement (Liberty Latin America Ltd.)
No Conflicts; Consents and Approvals. Assuming all Except for the Consents and the making of filings and notifications in each case listed in Section 3.03 of the Consents of Seller Disclosure Letter, none of: (a) the Governmental Authorities execution, delivery and other Persons set forth on Schedule 3.3 (performance by the “Seller Required Consents”) have been obtainedand the Seller Parties, and assuming the truth and accuracy of Buyer’s representations and warranties set forth hereinas applicable, the execution and delivery by Seller of this Agreement and the Related Agreements each Ancillary Agreement to which it is, or is specified to be or will be be, a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and party; (b) the consummation by the Seller or its Affiliates, as applicable, of the transactions contemplated hereby and thereby will not:
or thereby; or (ac) conflict the compliance by the Seller or its Affiliates, as applicable, with or result in a violation or breach of any of the termsprovisions hereof or thereof, conditions or provisions as the case may be, will, in each case of the Organizational Documents of Seller;
foregoing (a), (b) and (c):
(i) conflict with, result in a breach of, constitute a default under, violate or result in the acceleration ofbreach of any provision of the Governing Documents of the Seller or its Affiliates, as applicable;
(ii) require the Seller or its Affiliates, as applicable, to make any filing with, or create obtain any Consent from, any Governmental Authority;
(iii) conflict with, violate, or result in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel breach (with or without giving of notice, the notice or lapse of time or both), any material Contract to which Seller is bound or to which any of ) by the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller or any of its Affiliates of any applicable Law or by which any properties or assets owned or used by the Acquired Assets Seller or any of its Affiliates is subjectbound;
(iv) conflict with, violate, result in the breach or termination of, or constitute (iiiwith or without notice or lapse of time or both) a default under, require the Seller or any of its Affiliates to obtain any Consent of, make any filing with or give any notice to, any Person under, give rise to any right of termination or acceleration or right to increase the obligations or otherwise adversely modify the terms under, any Governmental Authority under Contract to which the Seller or any applicable Lawof its Affiliates is a party or by which any of their respective assets or properties is bound; or
(cv) result in the creation or imposition or creation of any Lien on any Acquired Asset, (other than any Permitted Lien) upon any of the Purchased Shares, Business, Holding Companies, Company Subsidiaries or the Assets; except, in the case of clauses (ii), (iii) and (iv) immediately above, (1) as would not, or would not reasonably be expected to, prevent or materially delay or impair the consummation of the Acquisition or the other transactions contemplated by this Agreement or the Ancillary Agreements or (2) as would not be, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all compliance with the items described in clauses (i) through (iv) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth hereinSection 4.2(b), the execution and delivery by such Seller of this Agreement do not and of the Related Ancillary Agreements to which it is or will such Seller as of the Closing shall be a party do not and will shall not, the performance by such Seller of its obligations hereunder and thereunder will not, do not and shall not and the consummation of the transactions contemplated hereby and thereby will not:
and the taking of any action contemplated to be taken by such Seller and each Acquired Company hereunder and under the Ancillary Agreements to which such Seller or Acquired Company as of the Closing shall be a party shall not (ai) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Charter Documents of Seller;
(b) (i) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subjectCompany, (ii) conflict with or result in a violation or a breach of or default (or give rise to any Lawright of termination, Order cancellation or Permit to which Seller acceleration) (with or any without the giving of the Acquired Assets is subjectnotice, lapse of time, or both) under any Material Contract, (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired AssetLien, other than Permitted Liens, on any Permitted LienPurchased Assets, or (iv) result in a violation or breach of any Law applicable to such Acquired Company or any of its respective Purchased Assets, except in the case of clause (ii), (iii) or (iv), for breaches, violations, conflicts, Liens or defaults (or rights of termination, cancellation or acceleration), which would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Duke Energy Progress, Inc.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”a) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, Neither the execution and delivery by the Seller of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, nor the performance consummation by the Seller of its obligations hereunder and thereunder the Transactions will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) conflict with, result in a breach ofof or conflict with any provision of the Seller’s Organizational Documents, violate, (ii) (A) require any consent or approval under, (B) result in a breach of or any loss of any benefit under, (C) constitute a default underor require consent or notice under any material Contract to which the Seller is a party, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend modify or cancel any such material Contract (with or without giving of notice, the lapse of time or bothother than under a Company Benefit Plan), any material Contract to which Seller is bound or to which any (iii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(a) of the Acquired Assets is subjectDisclosure Schedule, (ii) conflict with violate or result in a violation or breach of any Law, Order or Permit Law to which the Seller or any of the Acquired Assets is subject, subject or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the Company Interests, except in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay the Seller’s ability to timely consummate the Transactions.
(b) No Consent of, with or to any Acquired AssetGovernmental Authority is required to be obtained or made by the Seller in connection with the execution and delivery by the Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than filings and expirations or terminations of the applicable waiting periods required under the HSR Act, the approval of the FCC as set forth in Section 3.02(b) of the Disclosure Schedule, Consents not required to be made or given until after the Closing and Consents that may be required because of the Purchaser’s participation in the Transactions, including any Permitted Lienrequirements applicable as a result of the specific legal or regulatory status of the Purchaser or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the Purchaser or any of its Affiliates are or propose to be engaged (other than the Business).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Kinetik Holdings Inc.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller the Company of this Agreement and the Related Ancillary Agreements to which it the Company is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation performance by the Company of its obligations under this Agreement and the transactions contemplated hereby and thereby Ancillary Agreements to which the Company is a party will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Sellerthe Company or any of the Company Subsidiaries;
(b) (iassuming all consents set forth on Schedule 4.04(b) conflict withhave been obtained, be in violation of or result in a material breach ofof or material default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller Company or any of the Acquired Assets Company Subsidiaries is subjecta party, or (iii) require except for approvals required as a result of the Consent business activities of any Governmental Authority under any applicable LawParent and its Affiliates; or
(c) result assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.04(c) (collectively, the “Company’s Approvals”) have been made, obtained or given (i) conflict with, violate or breach in the imposition any material respect any term or creation provision of any Lien on Applicable Law or Government Approval or, to the Knowledge of the Company, as of the date hereof, any Acquired Assetapplication made to the BLM, in each case that is applicable to the Company or any of the Company Subsidiaries or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority under any Applicable Law, other than any Permitted Lien(A) the filing of the Certificate of Merger, (B) such approvals required as a result of the business activities of Parent and its Affiliates, or (C) where the failure to obtain such consent or approval, or to provide such notice, declaration, filing or registration, would not, individually or in the aggregate, reasonably be expected to (1) result in a materially adverse effect on the Company’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby, or (2) have a material impact on the Company or the Company’s ability to develop the Projects.
Appears in 1 contract
Samples: Merger Agreement (First Solar, Inc.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by such Seller of this Agreement and and, when executed, the Related Ancillary Agreements to which it such Seller is or will be a party do not and will not, and the performance by such Seller of its obligations hereunder and thereunder will notunder this Agreement and, and when executed, the consummation of the transactions contemplated hereby and thereby Ancillary Agreements to which such Seller is a party will not:
(a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Sellersuch Seller or the Organizational Documents of the Companies owned by such Seller or their Subsidiaries;
(b) assuming the Specified Approvals (iwithout giving effect to any updates thereto as contemplated by Section 7.01(e) conflict withthat adds any consent, waiver or approval of TERP or any of its Subsidaries) have been obtained or waived in writing, be in violation of or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which such Seller or the Companies owned by such Seller (or their Subsidiaries) is a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which such Seller is bound a party, to adversely affect the applicable Company Group, any Company Group Entity or to which any of the Acquired Assets is subject, Project in any material respect and (ii) conflict with or approvals required as a result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent business activities of any Governmental Authority under any applicable LawBuyers and their Affiliates; or
(c) assuming the Specified Approvals have been made, obtained or given, (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Seller or the Companies owned by such Seller (or their Subsidiaries), except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder, or to adversely affect the imposition applicable Company Group, any Company Group Entity or creation any Project in any material respect, or (ii) require any consent or approval of any Lien on Governmental Authority, or notice to, or declaration, filing or registration with, any Acquired AssetGovernmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder, or to adversely affect the applicable Company Group, any Permitted LienCompany Group Entity or any Project in any material respect and (2) such approvals required as a result of the business activities of Buyers and their Affiliates.
(d) None of the Projects, any of their assets or any equity interest in respect thereof, is subject to any call right option to purchase, right of first refusal or similar right of TERP or any of its Subsidiaries.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”a) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, Neither the execution and delivery by Seller Buyer of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, the performance by Seller of its obligations hereunder and thereunder will not, and nor the consummation by Buyer of the transactions contemplated hereby and thereby will not:
or thereby, will: (ai) contravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Buyer; (ii) conflict with, violate, result in a violation or breach of or default under, or require consent, approval or waiver from, or require the giving of notice to any Person under or in connection with any of the terms, conditions or provisions of the Organizational Documents any material Contract to which Buyer is a party or by which any of Seller;
(b) (i) conflict withits assets are bound, result in a breach of, constitute a default under, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend amend or cancel (with or without giving give rise to any loss of notice, the lapse of time or both), any material Contract to which Seller is bound or to which benefit under any such material Contract; (iii) assuming receipt of the Acquired Assets is subjectHSR Approval, (ii) contravene, conflict with with, violate or result in a violation of or breach of default under any Law, Order or Permit \\4141-5696-8778 v37 Law to which Seller Buyer or any of the Acquired Assets is its assets are subject, or ; (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the assets of Buyer; or (v) pursuant to a preferential purchase right, right of first refusal or offer, or buy-sell arrangement granted by Seller, give any Acquired AssetPerson the right to prevent, impede or delay the Closing under this Agreement, except, in the case of clauses (ii), (iii), (iv), and (v), as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.
(b) No Consent of, with or to any Governmental Authority is required to be obtained or made by Buyer in connection with the execution and delivery by Buyer of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby, other than (i) the HSR Approval, and (ii) requirements of any Permitted Lienapplicable securities Laws.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Nextera Energy Partners, Lp)
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 5.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by Seller the Parent or the Purchaser of this Agreement and or the Related Agreements other Transaction Documents to which it the Parent or the Purchaser, as applicable, is or will be a party do not and will notparty, the performance by Seller of its obligations hereunder and thereunder will not, and nor the consummation by the Parent or the Purchaser of the transactions contemplated hereby and thereby Transactions, will not:
(ai) violate or conflict with or result in a violation or breach of any of the terms, conditions or provisions provision of the Organizational Documents of Seller;
the Parent or the Purchaser, (bii) (i) conflict withviolate, result in a breach ofof or require consent or notice under any material Contract to which the Parent or the Purchaser is a party, constitute a default under, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend modify or cancel any such material Contract, (with or without giving iii) assuming receipt of notice, the lapse all Consents of time or both), any material Contract to which Seller is bound or to which any Governmental Authorities described in Section 5.03(b) of the Acquired Assets is subjectDisclosure Schedule, (ii) conflict with violate or result in a violation or breach of any Law, Order or Permit Law to which Seller the Parent or any of the Acquired Assets Purchaser is subject, subject or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the Parent’s or the Purchaser’s assets, except in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to be, individually or in the aggregate, material to the Parent or the Purchaser.
(b) No Consent of, with or to any Acquired AssetGovernmental Authority is required to be obtained or made by the Purchaser in connection with the execution and delivery by the Purchaser of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than requirements of any Permitted Liensecurities Laws, Consents set forth in Section 5.03(b) of the Disclosure Schedule, filings and expirations or terminations of the applicable waiting periods required under the HSR Act, except in each case where the failure to give such notice or obtain such approval would not reasonably be expected to be, individually or in the aggregate, material to the Parent or the Purchaser.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Kinetik Holdings Inc.)
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 5.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by Seller of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, nor the performance consummation by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:
or thereby, will: (ai) contravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Seller; (ii) conflict with, violate, result in a violation or breach of or default under, or require consent, approval or waiver from, or require the giving of notice to any Person under or in connection with any of the terms, conditions or provisions of the Organizational Documents any material Contract to which Seller is a party or by which any of Seller;
(b) (i) conflict withits assets are bound, result in a breach of, constitute a default under, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend amend or cancel (with or without giving give rise to any loss of notice, the lapse of time or both), any material Contract to which Seller is bound or to which benefit under any such material Contract; (iii) assuming receipt of the Acquired Assets is subjectHSR Approval and all Consents of Governmental Authorities described in Section 5.03(b) of the Disclosure Schedule, (ii) contravene, conflict with with, violate or result in a violation of or breach of default under any Law, Order or Permit Law to which Seller or any of the Acquired Assets is its assets are subject, or ; (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any \\4141-5696-8778 v37 Lien on the Acquired Company Interests owned by Seller or any Lien (other than Permitted Liens) on the assets of Seller; or (v) pursuant to a preferential purchase right, right of first refusal or offer, or buy-sell arrangement granted by Seller, give any Person the right to prevent, impede or delay the Closing under this Agreement or to acquire all or any part of the Acquired AssetCompany Interests or a material portion of the assets or business of Seller, except, in the case of clauses (ii), (iii), (iv), and (v), as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Company Group or prevent, materially impede, or materially delay the ability of Seller to timely consummate the transactions contemplated by this Agreement.
(b) No Consent of, with or to any Governmental Authority is required to be obtained or made by Seller in connection with the execution and delivery by Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby, other than (i) the HSR Approval, (ii) requirements of any Permitted Lienapplicable securities Laws, (iii) Consents set forth in Section 5.03(b) of the Disclosure Schedule, (iv) Consents not required to be made or given until after the Closing, or (v) requirements applicable as a result of the specific legal or regulatory status of Buyer or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Buyer or any of its Affiliates are or propose to be engaged (other than the business of the Acquired Company Group).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Nextera Energy Partners, Lp)
No Conflicts; Consents and Approvals. Assuming all Except as set forth in Section 4.3 of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth hereinDisclosure Schedule, the execution and delivery of, and the performance of their respective obligations under, this Agreement by Seller of this Agreement and the Related Agreements to which it is or will be a party Company do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation by Seller and the Company of the transactions contemplated hereby and thereby or by any of the Seller Ancillary Agreements will not:
(a) conflict assuming the receipt of all necessary authorizations, consents, approvals, orders and waivers and the filing of all necessary documents as described in Section 4.3(b), with or without the giving of notice, lapse of time or both, conflict with, result in a violation or breach of any of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Organizational Documents Shares or the assets or properties of the Company or any Subsidiary, under (i) the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company, any Subsidiary or Seller;, (ii) any Material Contract, (iii) any Governmental Order to which the Company, any Subsidiary or Seller is a party or by which the Company, any Subsidiary, Seller or any of their respective assets, properties or businesses may be subject or bound or (iv) any Laws or Governmental Permits applicable to the Company, any Subsidiary, Seller or any of their respective assets, properties or businesses, other than, in the case of clauses (ii) and (iv), any such conflicts, violations, breaches, defaults, rights, loss of rights or Encumbrances that, individually or in the aggregate, would not reasonably be expected to adversely affect in any material respect the ability of the Company and Seller to enter into, perform its and their obligations under and consummate the transactions contemplated by this Agreement or by any of the Seller Ancillary Agreements or have a Material Adverse Effect on the Company; or
(b) require the authorization, consent, approval, order, waiver or act of, or the making by the Company, any Subsidiary or Seller of any declaration, filing or registration with or notice to, any Person, except (i) conflict with, result in a breach of, constitute a default under, result in the acceleration ofconnection, or create in any Person compliance, with the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any provisions of the Acquired Assets is subjectHSR Act, (ii) conflict with Governmental Permits and (iii) such authorizations, consents, approvals, orders, waivers, acts of, declarations, filings, registrations or result notices the failure of which to be obtained or made, individually or in a violation the aggregate, would not reasonably be expected to (A) adversely affect in any material respect the ability of the Company and Seller to enter into, perform their obligations under and consummate the transactions contemplated by this Agreement or breach of any Law, Order or Permit to which Seller or by any of the Acquired Assets is subject, Seller Ancillary Agreements or (iiiB) require have an adverse effect on the Consent of Company or any Governmental Authority under Subsidiary in any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted Lienmaterial respect.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all (a) Neither the execution, delivery or performance of this Agreement by Purchaser, or the other agreements and documents contemplated hereby to be executed and delivered by Purchaser, nor the consummation by Purchaser of the Consents transactions contemplated hereby or thereby, shall: (i) conflict with or result in a breach of any provisions of its Organizational Documents; (ii) constitute or result in the Governmental Authorities and other Persons set forth on Schedule 3.3 breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of Purchaser pursuant to, any Contract to which Purchaser is a party, that would in any such event, have a Purchaser Material Adverse Effect; or (the “Seller Required Consents”iii) have been obtained, and assuming violate any applicable Law or Order applicable to Purchaser or any of its properties or assets.
(b) Assuming the truth and accuracy of Buyer’s the representations and warranties of Sellers set forth hereinin Section 3.2(b), the execution execution, delivery and delivery performance by Seller Purchaser of this Agreement Agreement, and the Related Agreements execution, delivery and performance by Purchaser of the other agreements contemplated hereby to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation by Purchaser of the transactions contemplated hereby and thereby will not:
does not and shall not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Person, except for (a) conflict with the actions or result in a violation or breach of any of the termsnon-actions, conditions or provisions of the Organizational Documents of Seller;
waivers, consents, approvals, authorizations, registrations and filings listed on Schedule 5.3 and (b) (i) conflict withthose consents, result in a breach approvals, authorizations or permits of, constitute a default underactions by, result filings with or notifications to, any Person, the failure of which to be made or obtained would not reasonably be expected to have, individually or in the acceleration ofaggregate, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted LienPurchaser Material Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kewaunee Scientific Corp /De/)
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 5.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by Seller the New Member of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, the performance by Seller of its obligations hereunder and thereunder will not, and nor the consummation by the New Member of the transactions contemplated hereby and thereby will not:
or thereby, will: (ai) violate or conflict with or result in a violation or breach of any of the terms, conditions or provisions provision of the Organizational Documents of Seller;
the New Member; (bii) (i) conflict withviolate, result in a breach of, constitute or require consent or notice under any material Contract to which the New Member is a default underparty or by which any of its assets are bound, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel any such material Contract; (with or without giving iii) assuming receipt of notice, the lapse all Consents of time or both), any material Contract to which Seller is bound or to which any Governmental Authorities described in Section 5.03(b) of the Acquired Assets is subjectDisclosure Schedule, (ii) conflict with violate or result in a violation or breach of any Law, Order or Permit Law to which Seller or any of the Acquired Assets New Member is subject, ; or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the assets of the New Member, except in the case of clause (ii), (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a New Member Material Adverse Effect.
(b) No Consent of, with or to any Acquired AssetGovernmental Authority is required to be obtained or made by the New Member in connection with the execution and delivery by the New Member of this Agreement or the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than (i) requirements of any Permitted Lienapplicable securities Laws and (ii) Consents set forth in Section 5.03(b) of the Disclosure Schedule.
Appears in 1 contract
Samples: Contribution Agreement (Energy Transfer Partners, L.P.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller such ECP Member of this Agreement and the Related Ancillary Agreements to which it such ECP Member is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation performance by such ECP Member of its obligations under this Agreement and the transactions contemplated hereby and thereby Ancillary Agreements to which such ECP Member is a party will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Sellersuch ECP Member;
(b) (iassuming all consents set forth on Schedule 5.03(b) conflict withhave been obtained, be in violation of or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which Seller such ECP Member is bound a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to which any of the Acquired Assets is subject, result in a material adverse effect on such ECP Member’s ability to perform its obligations hereunder and (ii) conflict with or approvals required as a result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent business activities of any Governmental Authority under any applicable LawParent and its Affiliates; or
(c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 5.03(c) (collectively, the “ECP Members’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such ECP Member, except as would not, individually or in the aggregate, reasonably be expected to result in the imposition a material adverse effect on such ECP Member’s ability to perform its obligations hereunder or creation (ii) require any consent or approval of any Lien on Governmental Authority, or notice to, or declaration, filing or registration with, any Acquired AssetGovernmental Authority, under any Applicable Law, other than any Permitted Lien(x) the filing of the Certificate of Merger, (y) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such ECP Member’s ability to perform its obligations hereunder and (z) such approvals required as a result of the business activities of Parent and its Affiliates.
Appears in 1 contract
Samples: Merger Agreement (First Solar, Inc.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller Buyer of this Agreement and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation performance by Buyer of the transactions contemplated hereby and thereby its obligations under this Agreement will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of SellerBuyer;
(b) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 5.03 (icollectively, the “Buyer’s Approvals”) conflict withhave been obtained, be in violation of or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which Seller Buyer is bound a party, except for any such violations or to defaults (or rights of termination, cancellation or acceleration) which any of would not, individually or in the Acquired Assets is subjectaggregate, (ii) conflict with or result in a violation or breach of any Law, Order or Permit material adverse effect on Buyer’s ability to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Lawperform its obligations hereunder; or
(c) assuming all of the Buyer’s Approvals and other notifications provided in the ordinary course of business have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to Buyer, except as would not, individually or in the aggregate, result in the imposition a material adverse effect on Buyer’s ability to perform its obligations hereunder or creation (ii) require any consent or approval of any Lien on Governmental Authority, or notice to, or declaration, filing or registration with, any Acquired AssetGovernmental Authority, under any Applicable Law, other than any Permitted Liensuch consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, result in a material adverse effect on Buyer’s ability to perform its obligations hereunder.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller of this Agreement Agreement, and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will under this Agreement do not:
(a) conflict with violate or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Charter Documents of Seller;
(b) assuming the consents disclosed on Schedule 3.5(b) (ithe “Company Consents”) conflict withhave been obtained or made, violate or result in a breach of, constitute a material default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), under any material Contract to which Seller or any Company is bound or to which any a party;
(c) assuming all of the Acquired Assets is subjectCompany Consents have been obtained, (ii) conflict with violate or result in a violation material default under any Material Contract; and
(d) assuming all required filings, waivers, approvals, consents, authorizations and notices disclosed on Schedule 3.5(d) (collectively, the “Seller Approvals”) and the HSR Approval, if required, have been received and the Company Consents have been made, obtained or given, (i) violate or result in a breach of any Law, Order or Permit Law applicable to which Seller or any of the Acquired Assets is subjectCompany, except for such violations or breaches as would not, with respect to Seller, reasonably be expected to result in a material adverse effect on Seller’s ability to perform its obligations hereunder or, with respect to a Company, be expected to result in a Material Adverse Effect or (iiiii) require the Consent any consent or approval of any Governmental Authority under any Law applicable Law; or
(c) result in the imposition to Seller or creation of any Lien on any Acquired Asseta Company, other than in each case any Permitted Liensuch consent or approval which, if not made or obtained, would not, with respect to Seller, reasonably be expected to result in a material adverse effect on Seller’s ability to perform its obligations hereunder or with respect to a Company, be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all (a) The execution, delivery and performance by each of the Consents of Parent and the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller Sub of this Agreement and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel not (with or without the giving of notice, the lapse of time time, or both) conflict with, or result in any violation or breach of, or require any Consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Parent or the Sub under (i) assuming compliance with the matters referred to in Section 5.2(b), any material Contract Applicable Law applicable to which Seller is bound the Parent or to which the Sub or any of the Acquired Assets is subjectproperties or assets of the Parent or the Sub, (ii) conflict with or result in a violation or breach of any Law, Order or Permit Contract to which Seller the Parent or the Sub is a party or by which the Parent or the Sub or any of the Acquired Assets their properties or assets is subject, bound or affected (iii) require any Organizational Documents of the Consent Parent or Sub, except in the case of clauses (i) and (ii) above, for any Governmental Authority under any applicable Law; orsuch violation, breach or approval which would not reasonably be expected to materially impair the ability of the Parent or the Sub to consummate the transactions contemplated by this Agreement.
(cb) result No Governmental Approval is required to be obtained or made by or with respect to the Parent or the Sub in connection with the imposition execution and delivery of this Agreement and the other Transaction Documents or creation the consummation of any Lien on any Acquired Asset, other than any Permitted Lienthe transactions contemplated hereby or thereby except (i) filings required with respect to the HSR Act and (ii) where the failure to do so would not reasonably be expected to materially impair the ability of the Parent or the Sub to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Financial Inc /De/)
No Conflicts; Consents and Approvals. Assuming all The execution and delivery by Sellers of this Agreement and each other agreement, instrument or document executed or to be executed by Sellers in connection with the Transactions to which it is a party, do not, and the performance by Sellers of their respective obligations hereunder and thereunder and the consummation of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedTransactions does not, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller any Company of this Agreement and any agreement, instrument or document executed or to be executed by such Company in connection with the Related Agreements Transactions to which it is or will be a party party, do not and will not, and the performance by Seller such Company of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby Transactions does not and thereby will not:
(a) conflict with or result in a breach or violation or breach of any provision of the terms, conditions or provisions of the Organizational Charter Documents of Sellerany Company;
(b) assuming the consents disclosed on Schedule 4.2 (ithe “Company Consents”) and the FCC filings required by Section 6.1(c) have been properly obtained, conflict with, violate or result in a breach or violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel give rise (with or without the giving of notice, notice or the lapse passage of time or both)) to any right of termination, cancellation or acceleration under, any material Permit or Contract or other instrument or obligation to which such any Company is a party or by which such Company or its Assets may be bound;
(c) assuming the Seller is bound Approvals and the Company Consents have been properly obtained or to which any of the Acquired Assets is subjectmade, (iii) conflict with violate or result in a violation or breach of any LawLaw or Order applicable to any Company or (ii) require to be obtained or made any consent, Order waiver, order, approval, order or Permit to which Seller or any of the Acquired Assets is subjectauthorization of, or (iii) require the Consent of declaration, of, or notice to, or filing or registration with, any third party or any Governmental Authority under any Law or Order applicable Lawto any Company; orand
(cd) result in the imposition or creation of any Lien Lien, other than Permitted Liens, on any Acquired AssetAsset of any Company or on the Company Interests, other than any Permitted LienLiens that may be created by or on behalf of Buyer; except, in the case of clauses (b) and (c), for such violations or defaults, or such failures to make or obtain consents, approvals, notices, filings or registrations which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller it of this Agreement and and, when executed, the Related Ancillary Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation performance by it of its obligations under this Agreement and, when executed, the transactions contemplated hereby and thereby Ancillary Agreements to which it is a party, will not:
(a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the its Organizational Documents of SellerDocuments;
(b) assuming the Specified Approvals (iwithout giving effect to any updates thereto as contemplated by Section 7.01(e) conflict withthat adds any consent, waiver or approval of TERP or any of its Subsidiaries) have been obtained or waived in writing, be in violation of or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which Seller it is bound a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which any of the Acquired Assets it is subject, a party and (ii) conflict with or approvals required as a result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent business activities of any Governmental Authority under any applicable LawBuyers and their Affiliates; or
(c) assuming the Specified Approvals have been made, obtained or given, (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to it, except as would not, individually or in the aggregate, reasonably be expected to result in the imposition a material adverse effect on its ability to perform its obligations hereunder or creation (ii) require any consent or approval of any Lien on Governmental Authority, or notice to, or declaration, filing or registration with, any Acquired AssetGovernmental Authority, under any Applicable Law, other than any Permitted Lien(1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their Affiliates.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by such Seller of this Agreement and, and when executed, the Related Ancillary Agreements to which it such Seller is or will be a party do not and will not, and the performance by such Seller of its obligations hereunder and thereunder will notunder this Agreement and, and when executed, the consummation of the transactions contemplated hereby and thereby Ancillary Agreements to which such Seller is a party will not:
(a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Seller;
(b) (iassuming all consents set forth on Schedule 4.03(b) conflict withhave been obtained or waived in writing, be in violation of or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which such Seller is bound a party, except for
(i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which any of the Acquired Assets such Seller is subject, a party and (ii) conflict with or approvals required as a result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent business activities of any Governmental Authority under any applicable LawBuyers and their Affiliates; or
(c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in the imposition a material adverse effect on such Seller’s ability to perform its obligations hereunder or creation (ii) require any consent or approval of any Lien on Governmental Authority, or notice to, or declaration, filing or registration with, any Acquired AssetGovernmental Authority, under any Applicable Law, other than any Permitted Lien(1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their Affiliates.
Appears in 1 contract
Samples: Purchase and Sale Agreement
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 3.02(a) of the Disclosure Schedule, and, assuming receipt of all Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (described in Section 3.02(b) of the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by an applicable Seller of this Agreement and the Related Agreements any Transaction Documents to which it is or will be a party do not and will notparty, nor the performance consummation by such applicable Seller of its obligations hereunder and thereunder the Transactions will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) violate or conflict withwith any provision of any Partnership Group member’s or MMP Group member’s Organizational Documents, (ii) violate, result in a breach ofof or require consent or notice under any Material Contract, constitute a default under, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend modify or cancel (with or without giving of notice, the lapse of time or both)cancel, any material Contract to which Seller is bound rights or to which obligations under any of the Acquired Assets is subjectMaterial Contract, (iiiii) conflict with materially violate or result in a material violation or breach of any Law, Order or Permit Law to which Seller any Partnership Group member or any of the Acquired Assets MMP Group member is subject, subject or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on any Acquired AssetPartnership Group member’s or MMP Group member’s assets, the Partnership Group Interests or the MMP Interests, except in the case of clauses (ii) and (iv), as would not reasonably be expected to have a Material Adverse Effect.
(b) No Consent of, with or to any Governmental Authority is required to be obtained or made by any member of the Partnership Group or the MMP Group in connection with the execution and delivery by an applicable Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any Permitted Liensecurities Laws, (ii) Consents set forth in Section 3.02(b) of the Disclosure Schedule or required pursuant to the HSR Act, (iii) Consents that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect or materially delay the Closing, (iv) Consents not required to be made or given until after the Closing and (v) Consents that may be required because of the Purchaser’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of the Purchaser or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the Purchaser or any of its Affiliates are or propose to be engaged (other than the Business).
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller of this Agreement and the Related Agreements to which it is or will be a party by Seller do not and will not, and the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will under this Agreement does not:
(a) conflict with or result in a violation or result in a breach of of, or default under, any provision of the terms, conditions or provisions of the Organizational Charter Documents of Seller;
(b) (i) require the consent, notice or other action by any Person or conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time both, would constitute a default under, result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is a party or by which Seller or the Business is bound or to which any of the Acquired Assets is are subject, ;
(iic) (i) conflict with or result in a violation or breach of any LawLaw applicable to Seller, Order or Permit except as would not reasonably be expected to which Seller or any of the Acquired Assets is subject, materially interfere with Seller’s ability to perform its obligations hereunder or (iiiii) require the Consent any consent or approval of any Governmental Authority (other than the MED, Aspen, and Glenwood Springs) under any Law applicable Lawto Seller, other than in each case any such consent or approval which, if not made or obtained, would not reasonably be expected to materially interfere with Seller’s ability to perform its obligations hereunder; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a Material Adverse Effect; or
(cd) result in the creation or imposition or creation of any Lien on any Acquired Asset, other than any Permitted Lienthe Assets.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all Subject to (i) receipt of the Consents consents, approvals and waivers, and the making of the Governmental Authorities filings and other Persons set forth on Schedule 3.3 notifications, in each case listed in Section 3.03 of the Seller Disclosure Letter, (ii) compliance with any requirements under applicable Review Laws and (iii) the “filing by Seller Required Consents”of reports under the Exchange Act and as contemplated by the rules of the New York Stock Exchange, none of (1) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller of this Agreement and the Related Agreements by Seller and its Subsidiaries of each Ancillary Agreement to which it is or will be a party do not and will notparty, (2) the performance consummation by Seller of its obligations hereunder and thereunder will notor each such Subsidiary Transferor, and the consummation of the transactions contemplated hereby and or thereby will notor (3) the compliance by Seller with any of the provisions hereof or thereof, as the case may be, will:
(a) conflict with with, violate or result in a violation the breach of, any provision of the certificate of incorporation or breach by-laws or other organizational documents of Seller or any of the terms, conditions or provisions of the Organizational Documents of Sellerits Subsidiaries;
(b) require Seller or any of its Subsidiaries to make any material registration, declaration or filing with, or obtain any material license, waiver, permit, authorization, clearance, consent or approval (ieach, a “Consent”) from any Governmental Authority;
(c) conflict with, result in a breach ofviolate, constitute a default under, or result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which by Seller or any of the Acquired Assets is subject, or (iii) require the Consent its Subsidiaries of any Governmental Authority under any applicable Law; or
(cd) result in the imposition or creation of any Lien on any Acquired Asset, (other than any Permitted LienLien or any Lien created by or through Purchaser) upon any of the assets of the Transferred Entities (after giving effect to the Pre-Closing Restructuring) or any of the Varta Companies Equity Interests.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all compliance with the items described in clauses (i) through (iv) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth hereinSection 3.3(b), the execution and delivery by such Seller of this Agreement do not and of the Related Ancillary Agreements to which it is or will such Seller as of the Closing shall be a party do not and will shall not, the performance by such Seller of its obligations hereunder and thereunder will not, do not and shall not and the consummation of the transactions contemplated hereby and thereby will not:
and the taking of any action contemplated to be taken by such Seller under this Agreement and the Ancillary Agreements to which such Seller as of the Closing shall be a party shall not (ai) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Charter Documents of such Seller;
, (bii) (i) conflict withrequire consent under, result in a material violation or material breach ofof or default (or give rise to any material right of termination, constitute a default under, cancellation or acceleration or result in the acceleration of, or create in creation of any Person the right to accelerate, terminate, modify, revoke, suspend or cancel Lien) (with or without the giving of notice, the lapse of time time, or both), ) under any material Contract to which such Seller is a party or by which its Assets are bound or to which any of the Acquired Assets is subject, (iiiii) conflict with or result in a material violation or material breach of any Law, Order or Permit Law applicable to which such Seller or any of its material Assets, except in the Acquired Assets is subject, case of clause (ii) or (iii) require the Consent ), for breaches, violations, conflicts or defaults (or rights of any Governmental Authority under any applicable Law; or
(c) result in the imposition termination, cancellation or acceleration or creation of any Lien Liens), which would not, in the aggregate, reasonably be expected to result in a material adverse effect on any Acquired Asset, other than any Permitted Liensuch Seller’s ability to perform its obligations hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Duke Energy Progress, Inc.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller such Buyer of this Agreement and and, when executed, the Related Ancillary Agreements to which it is or will be a party party, do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation performance by it of its respective obligations under this Agreement and, when executed, the transactions contemplated hereby and thereby Ancillary Agreements to which it is a party, will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Sellersuch Buyer;
(b) (i) conflict with, be in violation of or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which Seller such Buyer is bound a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit material adverse effect on Buyer’s ability to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Lawperform its respective obligations hereunder; or
(c) assuming the Specified Approvals have been obtained, (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Buyer, except as would not, individually or in the aggregate, reasonably be expected to result in the imposition a material adverse effect on such Buyer’s ability to perform its respective obligations hereunder or creation (ii) require any consent or approval of any Lien on Governmental Authority, or notice to, or declaration, filing or registration with, any Acquired AssetGovernmental Authority, under any Applicable Law, other than any Permitted Liensuch consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Buyer’s ability to perform its respective obligations hereunder.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth Except as disclosed on Schedule 3.3 5.2, the execution and delivery by Sellers of this Agreement do not, and the performance by Sellers of their obligations under this Agreement does not:
(a) assuming the consents disclosed in section (a) of Schedule 5.2 (the “Seller Required Company Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller of this Agreement and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with violate or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Charter Documents of Sellerany Project Company;
(b) except as set forth in section (b) of Schedule 5.2, and assuming the Company Consents have been obtained, give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or any Subsidiary under any Material Contract, except for any such right, loss, or Lien which would not reasonably be expected to result in a Material Adverse Effect; or
(c) to Sellers’ Knowledge and assuming the Sellers Approvals, the Company Consents, the Buyer Approvals and notifications provided in the ordinary course of business have been made, obtained or given, (i) conflict with, violate or result in a breach of, constitute a default under, of any Law applicable to any Project Company except for such violations or breaches that would not reasonably be expected to result in the acceleration of, a Material Adverse Effect or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with require any consent or result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent approval of any Governmental Authority under any Law applicable Law; or
(c) result in the imposition or creation of to any Lien on any Acquired Asset, Project Company other than any Permitted Liensuch consent or approval that, if not made or obtained, would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Black Hills Corp /Sd/)
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 5.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by Seller the New Member of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, the performance by Seller of its obligations hereunder and thereunder will not, and nor the consummation by the New Member of the transactions contemplated hereby and thereby will not:
or thereby, will: (ai) violate or conflict with or result in a violation or breach of any of the terms, conditions or provisions provision of the Organizational Documents of Seller;
the New Member; (bii) (i) conflict withviolate, result in a breach of, constitute or require consent or notice under any material Contract to which the New Member is a default underparty or by which any of its assets are bound, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel any such material Contract; (with or without giving iii) assuming receipt of notice, the lapse all Consents of time or both), any material Contract to which Seller is bound or to which any Governmental Authorities described in Section 5.03(b) of the Acquired Assets is subjectDisclosure Schedule, (ii) violate, conflict with with, or result in a violation of or breach of conflict with any Law, Order or Permit Law to which Seller or any of the Acquired Assets New Member is subject, ; or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the assets of the New Member, except in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a New Member Material Adverse Effect.
(b) No Consent of, or Filing with or to, any Acquired AssetPerson (including a Governmental Authority) is required to be obtained or made by the New Member in connection with the execution and delivery by the New Member of this Agreement or the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than (i) requirements of any Permitted Lien.Competition Laws or as set forth on Section 5.03(b) of the Disclosure Schedule, (ii) Consents or Filings set forth in Section 5.03(b) of the Disclosure Schedule,
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 5.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by Seller the New Member of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, the performance by Seller of its obligations hereunder and thereunder will not, and nor the consummation by the New Member of the transactions contemplated hereby and thereby will not:
or thereby, will: (ai) violate or conflict with or result in a violation or breach of any of the terms, conditions or provisions provision of the Organizational Documents of Seller;
the New Member; (bii) (i) conflict withviolate, result in a breach of, constitute or require consent or notice under any material Contract to which the New Member is a default underparty or by which any of its assets are bound, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel any such material Contract; (with or without giving iii) assuming receipt of notice, the lapse all Consents of time or both), any material Contract to which Seller is bound or to which any Governmental Authorities described in Section 5.03(b) of the Acquired Assets is subjectDisclosure Schedule, (ii) violate, conflict with with, or result in a violation of or breach of conflict with any Law, Order or Permit Law to which Seller or any of the Acquired Assets New Member is subject, ; or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the assets of the New Member, except in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a New Member Material Adverse Effect.
(b) No Consent of, or Filing with or to, any Acquired AssetPerson (including a Governmental Authority) is required to be obtained or made by the New Member in connection with the execution and delivery by the New Member of this Agreement or the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than (i) requirements of any Permitted LienCompetition Laws or as set forth on Section 5.03(b) of the Disclosure Schedule, (ii) Consents or Filings set forth in Section 5.03(b) of the Disclosure Schedule, (iii) Filings and Consents not required to be made, given or obtained until after the Closing, and (iv) requirements applicable as a result of the specific legal or regulatory status of the Existing Member or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the Existing Member or any of its Affiliates are or propose to be engaged.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (LyondellBasell Industries N.V.)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities (a) The execution, delivery and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller performance of this Agreement and by the Related Agreements to which it is or Purchaser will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) conflict with, or result in a breach of any provision of, constitute a default under, result in the acceleration of, charter documents or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any by-laws of the Acquired Assets is subjectPurchaser, (ii) conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Purchaser or by or to which any of its properties or assets are bound or (iii) result in any breach of, or constitute a violation default (or breach an event that with notice or lapse of time or both would constitute a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any LawLien in respect of any material agreement, Order lease, license, contract, note, mortgage, indenture, arrangement or Permit other obligation to which Seller Purchaser is a party or by which Purchaser or any of its properties or assets are bound, except, in the case of each of clauses (ii) and (iii), for any such conflict, violation, breach, default, right, payment or Lien that would not reasonably be expected to materially impair the ability of the Purchaser to perform its obligations under, or to consummate the transactions contemplated by, this Agreement or any of the Acquired Assets is subjectAncillary Agreements.
(b) No consent, approval or (iii) require the Consent authorization of or filing with any Governmental Authority under is required on the part of the Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except filings, consents, approvals or authorizations (i) that are required with respect to the HSR Act and the Competition Commission or (ii) that, if not made or obtained, would not reasonably be expected to materially impair the ability of the Purchaser to perform its obligations under, or to consummate the transactions contemplated by, this Agreement or any applicable Law; or
(c) result in of the imposition or creation of any Lien on any Acquired Asset, other than any Permitted LienAncillary Agreements.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Phelps Dodge Corp)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by each Seller of this Agreement and each of the Related Agreements to which it is or will be a party do not and will documents contemplated hereby does not, and the performance by such Seller of its obligations hereunder under this Agreement and thereunder will not, each of the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Charter Documents of such Seller;
(b) assuming the consents set forth on Schedule 5.2(b) (ithe “Company Consents”) conflict withhave been obtained, require the consent of, notice to or approval of any Person under any Material Contract which is an Assigned Contract, be in violation of or result in a default (or give rise to any notice requirement or right of termination, cancellation or acceleration) under any Material Contract that is an Assigned Contracts except for any such violations or defaults (or rights of termination, cancellation or acceleration), as would not reasonably be expected to, individually or in the aggregate, result in a breach ofMaterial Adverse Effect;
(c) assuming all required filings, constitute a default underapprovals, result in the acceleration ofconsents, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel authorizations and notices set forth on Schedule 5.2(c) (with or without giving of noticecollectively, the lapse of time “Sellers’ Governmental Approvals”) including the Sale Order have been made, obtained or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subjectgiven, (iii) conflict with or result in a violation or breach of any Lawterm or provision of any Law or writ, Order judgment, order or Permit decree applicable to which Seller or any of the Acquired Assets is subject, Sellers or (iiiii) require the Consent consent of, notice to or approval of any Governmental Authority under any applicable Law, except in each case such conflicts, violations or breaches, or the failure to obtain such consents or approvals, which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; orand
(cd) result in the imposition or creation of any a Lien on any upon or with respect to the Acquired Asset, other than any Permitted LienAssets.
Appears in 1 contract
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller of this Agreement and the Related Ancillary Agreements to which it Seller is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, do not and the consummation of the transactions contemplated hereby and thereby and the taking of any action contemplated to be taken by any Parent Company or Project Company hereunder or thereunder will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Sellerany Project Company;
(b) assuming all of the consents set forth on Schedule 4.2 (ithe “Company Consents”) conflict withhave been obtained, be in material violation of or result in a material breach ofof or default (or give rise to any material right of termination, constitute a default undercancellation or acceleration) under any Material Contract;
(c) assuming the Seller Approvals, result the Company Consents and other notifications provided in the acceleration ofordinary course of business have been made, obtained or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subjectgiven, (iii) conflict with or result in a violation or breach of any Law, Order term or Permit provision of any Law applicable to which Seller any Project Company or any of the Acquired its material Assets is subject, which would reasonably be expected to result in a Material Adverse Effect or (iiiii) require the Consent consent or approval of any Governmental Authority Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any applicable Law, other than such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not reasonably be expected to result in a Material Adverse Effect; or
(cd) result in the imposition or creation of any Lien on any Acquired Assetmaterial Asset of the Project Companies, other than Permitted Liens, or on any Permitted LienCompany Interests.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mirant North America, LLC)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons Except as set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein5.03, the execution and delivery by Seller Purchaser of this Agreement and the Related Ancillary Agreements to which it Purchaser is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation performance by Purchaser of its obligations under this Agreement and the Ancillary Agreements to which Purchaser is a party (including the issuance, sale and delivery of the transactions contemplated hereby and thereby Series A Preferred Stock) will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of SellerPurchaser;
(b) (i) conflict with, violate or result in a breach ofof or default (or give rise to any right of termination, constitute a default under, result in the acceleration of, cancellation or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel acceleration) under (with or without the giving of notice, the lapse of time time, or both), ) any material Contract to which Seller Purchaser is bound a party, other than any such violations or defaults (or rights of termination, cancellation or acceleration) that would not, individually or in the aggregate, reasonably be expected to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation material adverse effect on Purchaser's ability to perform its obligations under this Agreement;
(c) conflict with, violate or breach any term or provision of any LawApplicable Law applicable to Purchaser, Order other than such conflicts, violations or Permit breaches that would not, individually or in the aggregate, reasonably be expected to which Seller or any result in a material adverse effect on such Purchaser's ability to perform its obligations under this Agreement; or
(d) other than such filings as may be required under the HSR Act, the filing of the Acquired Assets is subjectAmended Certificate of Incorporation with the Delaware Secretary of State and other Purchaser's Approvals, require any consent or approval of any Governmental Authority, or (iii) require the Consent of notice to, or declaration, filing or registration with, any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority under any applicable Applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted Liensuch consents, approvals, notices, declarations, filings or registrations that, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Purchaser's ability to perform its obligations under this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Valhi Inc /De/)
No Conflicts; Consents and Approvals. Assuming all (a) Except as set forth in Section 4.03(a) of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtainedDisclosure Schedule, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, neither the execution and delivery by the Seller of this Agreement and or the Related Agreements other Transaction Documents to which it is or will be a party do not and will notparty, nor the performance consummation by the Seller of its obligations hereunder and thereunder the Transactions will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) violate or conflict withwith any provision of the Seller’s Organizational Documents, (ii) violate, result in a breach ofBreach of or require consent or notice under any material Contract to which the Seller is a party, constitute a default under, or result in the acceleration of, of or create in any Person the right to accelerate, terminate, modify, revoke, suspend modify or cancel any such material Contract, (with or without giving iii) assuming receipt of notice, the lapse all Consents of time or both), any material Contract to which Seller is bound or to which any Governmental Authorities described in Section 4.03(b) of the Acquired Assets is subjectDisclosure Schedule, (ii) conflict with violate or result in a violation or breach of any Law, Order or Permit Law to which the Seller or any of the Acquired Assets is subject, subject or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(civ) result in the imposition or creation of any Lien (other than Permitted Liens) on the Company Interests, except in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay the Seller’s ability to timely consummate the Transactions.
(b) No Consent of, with or to any Acquired AssetGovernmental Authority is required to be obtained or made by the Seller in connection with the execution and delivery by the Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any Permitted Liensecurities Laws, (ii) Consents set forth in Section 4.03(b) of the Disclosure Schedule, (iii) Consents required under the HSR Act, (iv) Consents not required to be made or given until after the Closing and (v) Consents that may be required because of the Purchaser’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of the Purchaser or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the Purchaser or any of its Affiliates are or propose to be engaged (other than the Business).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Delek Logistics Partners, LP)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”a) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller of this Agreement and by the Related Agreements to which it is or will be a party Company do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby the performance by the Company of its obligations hereunder, assuming (i) compliance with the HSR Act, (ii) the receipt of the Stockholder Approval, (iii) the filing of the Certificate of Merger in accordance with the DGCL and (iv) the receipt of the consents, approvals and waivers listed in Section 3.4 of the Company Disclosure Schedule, will not:
(ai) (x) violate or conflict with any term, condition or provision of any Organizational Document of the Company or any other member of the Company Group, (y) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) conflict with, result in a breach of, cause acceleration, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, require any consent or waiver of, or notice to, any Person under any Contract by which the respective properties of the Company or any other member of the Company Group are bound, or (z) violate or conflict with any Law or the Operating Rules applicable to the businesses of the Company Group, except, in the case of clauses (y) and (z), for such violations or conflicts that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company Group, taken as a whole; or
(ii) result in the creation of any material Contract to which Seller is bound or to which Lien upon any of their respective properties, except for any such Liens that (i) will be terminated at or prior to the Acquired Assets is subjectClosing or (ii) would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company Group, taken as a whole.
(b) The board of directors of the Company has, at a meeting duly called and held or by written consent, (i) approved and declared advisable this Agreement, (ii) conflict with or result determined that the transactions contemplated hereby are advisable and in a violation or breach of any Law, Order or Permit to which Seller or any the best interests of the Acquired Assets is subjectstockholders of the Company, or (iii) require resolved to recommend adoption of this Agreement, the Consent Merger and the other transactions contemplated hereby to the holders of Class A Common Stock, and (iv) directed that this Agreement be submitted to the holders of Class A Common Stock for their approval and authorization. The affirmative vote of the holders of a majority of the issued and outstanding shares of Class A Common Stock is the only vote of the holders of any Governmental Authority under any applicable Law; orclass or series of capital stock or other securities of the Company necessary to approve and authorize the Company’s execution and delivery of this Agreement, the Merger and the other transactions contemplated hereby (“Stockholder Approval”).
(c) result Except for (i) compliance with, and filings under, the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (iii) the receipt of the Stockholder Approval and such other consents, authorizations and approvals as set forth in Section 3.4 of the Company Disclosure Schedule and (iv) such other items required solely by reason of the participation of Purchaser (as opposed to any third party) in the imposition transactions contemplated hereby, no authorization, consent, or creation approval of, or filing with, any Governmental Body or any other Person is required to be obtained or made by the Company or any other member of any Lien on any Acquired Assetthe Company Group in connection with the execution and delivery of, other than any Permitted Lienor performance by the Company of its obligations under, this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Deluxe Corp)
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the The execution and delivery by Seller of this Agreement of, and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will under, this Agreement by Buyer do not, and the consummation by Buyer of the transactions contemplated hereby and thereby or by any of the Buyer Ancillary Agreements will not:
(a) conflict assuming the receipt of all necessary authorizations, consents, approvals, orders and waivers and the filing of all necessary documents as described in Section 5.3(b), with or without the giving of notice, lapse of time or both, conflict with, result in a violation or breach of any of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, (i) the Articles of Incorporation or Bylaws of Buyer, (ii) any Contract to which Buyer is a party or by which Buyer or any of its assets, properties or businesses may be subject or bound, (iii) any Governmental Order to which Buyer is a party or by which Buyer or any of its assets, properties or businesses may be subject or bound or (iv) any material Laws or Governmental Permits applicable to Buyer or any of its assets, properties or businesses, other than, in the case of clause (ii) above, any such conflicts, violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not reasonably be expected to adversely affect in any material respect the ability of Buyer to enter into, perform its obligations under and consummate the transactions contemplated by this Agreement or by any of the Organizational Documents of Seller;Buyer Ancillary Agreements; or
(b) require the authorization, consent, approval, order, waiver or act of, or the making by Buyer of any declaration, filing or registration with or notice to, any Person, except (i) conflict within connection, result or in a breach compliance, with the provisions of the HSR Act, and (ii) such authorizations, consents, approvals, orders, waivers, acts of, constitute a default underdeclarations, result filings, registrations or notices the failure of which to be obtained or made, individually or in the acceleration ofaggregate, or create would reasonably be expected to adversely affect in any Person material respect the right ability of Buyer to accelerateenter into, terminate, modify, revoke, suspend perform its obligations under and consummate the transactions contemplated by this Agreement or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which by any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted LienBuyer Ancillary Agreements.
Appears in 1 contract
