No Conflicts; Consents of Third Parties. (a) None of the execution and delivery by Seller or any of its Subsidiaries of this Agreement and the Seller Documents, the consummation of the transactions contemplated hereby or thereby or compliance by Seller and its Subsidiaries with any of the provisions hereof or thereof will (i) result in the breach of any provision of the certificate or articles of incorporation, by-laws or similar organizational documents of Seller, CP or any Acquired Company; (ii) except as set forth on Schedule 4.5, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default or give rise to any right of consent, cancellation, termination or acceleration or right to increase the obligations or otherwise modify the terms under any Business Contract; or (iii) constitute a violation of any Law applicable to Seller or any Acquired Company, except as would not, in the case of clause (ii) only, reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller, CP or any Acquired Company in connection with the execution and delivery of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Seller, CP and Seller’s other Subsidiaries with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any competition or antitrust laws, including (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”), (y) comparable requirement in foreign jurisdictions, and (z) Permits required under Environmental Laws, and (ii) other than those referred to in clause (i), such consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body the failure of which to be received or made would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to operate the Business after Closing substantially as conducted as of the date hereof or a material adverse effect on the Purchaser’s or Seller’s ability to consummate the transactions contemplated by this Agreement.
No Conflicts; Consents of Third Parties. The execution and delivery by Trumx xx this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby or thereby, and the compliance by Trumx xxxh any of the provisions hereof or thereof does not (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or by-laws of the Company; (ii) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any "takeback" right or right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which the Company is a party or by which the Company or the properties or assets of the Company are bound; (iii) constitute a violation of any Law applicable to the Company; or (iv) result in the creation of any Lien upon the properties or assets of the Company. No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Company in connection with the execution and delivery of this Agreement or the other Transaction Documents, or the compliance by the Company, with any of the provisions hereof or thereof, except as set forth on Schedule 4.1 to this Agreement or those required by the Registration Rights Agreement including any and all Securities and Exchange Commission (the "SEC") and Blue Sky filings.
No Conflicts; Consents of Third Parties. The execution, delivery and performance of this Agreement by Buyer will not (a) conflict with the articles of incorporation or bylaws of Buyer; (b) 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 obligations under, create in any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any lease, agreement, commitment, financing arrangement (including financial covenants) or other instrument to which Buyer is a party; (c) violate any order, judgment, or decree, to which Buyer or any of its Affiliates are bound; or (d) constitute a violation by Buyer of any law or regulation applicable to it, except in the case of clauses (b), (c) or (d) where the failure would not result in a Material Adverse Effect. Except for the STB Order, no authorization, consent, waiver of right of first refusal, or approval of, or designation, declaration or filing with, any Governmental Authority is required on the part of Buyer in connection with the execution, delivery, and performance of this Agreement.
No Conflicts; Consents of Third Parties. The execution, delivery and performance of this Agreement by CNOTP will not (a) conflict with the articles of incorporation or bylaws of CNOTP; (b) 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 obligations under, create in any Person the right to terminate, modify or cancel, or require any notice, consent or waiver under, any lease, agreement, commitment, financing arrangement (including financial covenants) or other instrument to which CNOTP is a party; (c) violate any order, judgment, or decree, to which CNOTP is bound; or (d) constitute a violation by CNOTP of any law or regulation applicable to it, except in the case of clauses (b), (c) or (d) where the failure would not result in a Material Adverse Effect. Except for the STB Order, no authorization, consent, waiver of right of first refusal, or approval of, or designation, declaration or filing with, any Governmental Authority is required on the part of CNOTP in connection with the execution, delivery, and performance of this Agreement.
No Conflicts; Consents of Third Parties. The execution and delivery by Trumx xx this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby or thereby, and the compliance by Trumx xxxh any of the provisions hereof or thereof does not (i) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any "takeback" right or right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which Trumx xx a party or by which Trumx xx his properties or assets are bound; (ii) constitute a violation of any Law applicable to Trumx; xx (iii) except to the extent and as specifically created by the Transaction Documents result in the creation of any Lien upon the properties or assets of Trumx. Xx consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Trumx xx connection with the execution and delivery of this Agreement or the other Transaction Documents, or the compliance by Trumx, xxth any of the provisions hereof or thereof, except as expressly and specifically set forth in the Transaction Documents and except as set forth on Schedule 3.2 to this Agreement.
No Conflicts; Consents of Third Parties. The execution and delivery by the Purchaser of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby or thereby, and the compliance by the Purchaser with any of the provisions hereof or thereof does not (i) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any "takeback" right or right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which the Purchaser is a party or by which the Purchaser or his properties or assets are bound, or (ii) constitute a violation of any Law applicable to the Purchaser. No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Purchaser in connection with the execution and delivery of this Agreement or the other Transaction Documents, or the compliance by the Purchaser, with any of the provisions hereof or thereof, except as set forth on Schedule 5.2 to this Agreement.
No Conflicts; Consents of Third Parties. The execution and delivery by the Company of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by the Company with any of the provisions hereof does not (i) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration under any Contract, Permit or Order to which the Company is a party or by which the Company or its assets or properties are bound; (ii) constitute a violation of any Law applicable to the Company or (iii) result in the creation of any Lien upon the properties or assets of the Company. No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Company in connection with the execution and delivery of this Agreement, or the compliance by the Company with any of the provisions hereof or thereof, except as set forth on Schedule 4.1 of the Stock Purchase and Sale Agreement dated the date hereof by and among the Company, Silvxxxxx xxx Robexx X. Xxxxx xxx any notification required to be made to any quotation system operated by a national securities association on which the Company's common stock is listed or may be listed.
No Conflicts; Consents of Third Parties. None of the execution and delivery by Purchaser of this Agreement and Purchaser Documents, the consummation of the transactions contemplated hereby or thereby or the compliance by Purchaser with any of the provisions hereof or thereof will (a) result in the breach of, any provision of the certificate or articles of incorporation, by-laws or similar organizational documents of Purchaser or (b) violate, result in the breach of, or constitute a default under any Order by which Purchaser or any of their properties or assets is bound or subject. No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or Purchaser Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with the applicable requirements of the HSR: Act and other applicable merger control or similar Laws and the receipt of appropriate Permits by Purchaser to conduct the business and operate the Assets.
No Conflicts; Consents of Third Parties. (a) The execution and delivery by Purchaser of this Agreement and each of the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby and the compliance by Purchaser with any of the provisions hereof or thereof will not: (i) violate any provision of the certificate or articles of incorporation, by-laws or similar organizational documents of Purchaser; (ii) violate in any material respect, result in a material breach of, or constitute a material default under, any Order by which Purchaser or any of its properties or assets are bound or subject; or (iii) constitute a material violation of any Law applicable to Purchaser.
(b) Except as required by the HSR Act, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Purchaser with any of the provisions hereof or thereof.
No Conflicts; Consents of Third Parties. (a) The execution, delivery and performance of this Agreement by such Equity Holder and the consummation of the transactions contemplated by this Agreement will not (i) conflict with the constitutive agreements of such Equity Holder; (ii) conflict with, or result in the breach or termination of, or constitute a default under any material lease, agreement, commitment or other instrument, or any material order, judgment or decree, to which such Equity Holder, is a party or by which it is bound; or (iii) constitute a violation by such Equity Holder of any law, regulation, order, writ, judgment, injunction or decree applicable to it.
(b) The execution and delivery of this Agreement by such Equity Holder does not, and the performance of this Agreement by such Equity Holder and the consummation by such Equity Holder of the transactions contemplated by this Agreement will not, require any consent, approval, authorization of, or declaration or filing with any governmental body, court or other person or entity, other than filings pursuant to applicable securities laws.
