No Conflicts; No Consents or Approvals Sample Clauses

No Conflicts; No Consents or Approvals. The execution, delivery and performance of this Agreement by each of Norilsk Nickel and Buyer will not (i) conflict with, violate or result in a breach or default of any provision of its organizational documents, or (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable thereto, or by which any of its properties or assets are bound. No Governmental Approvals, declaration, or filing with any Governmental Authority or any other Person is required to be obtained or made by Buyer or Norilsk Nickel in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
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No Conflicts; No Consents or Approvals. The execution, delivery and performance of this Agreement by the Company will not (i) conflict with, violate or result in a breach or default of any provision of the Organizational Documents, or (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable thereto, or by which any of its properties or assets are bound. No Governmental Approvals, declaration, or filing with any Governmental Authority or any other Person is required to be obtained or made by the Company in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
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No Conflicts; No Consents or Approvals. The execution, delivery and performance by each of Guarantor and Lessee of this Master Amendment and the consummation of the transactions contemplated hereby, do not and will not: (1) violate (x) any provision of law applicable to it; (y) its Charter Documents; or (z) any order, judgment or decree of any court or other agency of government binding on either of them or any of their Affiliates; (2) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material Contractual Obligation of Guarantor or Lessee or any of their Affiliates; (3) result in or require the creation or imposition of any material Lien (other than the Lien of the Transaction Documents and the Lien or other interest of SELCO or its Affiliates in and to the Excluded Collateral) upon the Property or assets of Guarantor or Lessee or any of their Affiliates; or (4) except as set forth on Schedule 3.2(b), require any approval or consent of any Person under any material Contractual Obligation of any Borrower Party, which approvals or consents have been obtained on or before the dates required under such Contractual Obligation, but in no event later than the Effective Date.
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No Conflicts; No Consents or Approvals. (a) The execution, delivery and performance of the Operative Documents by Buyer will not (i) conflict with, violate or result in a breach or default of any provision of its Organizational Documents, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer, or by which any of its properties or assets are bound, or (iii) conflict with, or result in any breach of or default under (with or without notice or lapse of time or both) any material note, bond, indenture, mortgage, agreement, contract or other instrument to which Buyer is a party or by which its properties or assets are bound. (b) Except as set forth on Schedule 4.4 and for any filings or approvals that may be required by the Securities Act or state blue sky law, no waiver, approval, authorization, order, license, permit, franchise or consent of or registration, declaration, qualification or filing with any Governmental Authority or any other Person is required to be obtained by Buyer in connection with the execution, delivery and performance by Buyer of the Operative Documents and the transactions contemplated thereunder. (c) There is no claim, action, suit or proceeding pending or, to the knowledge of Buyer, threatened against Buyer or any of its properties which seeks to prohibit, restrict or delay consummation of the transactions contemplated under the Operative Documents, and there is no judgment, decree, injunction, ruling or order of any court, Governmental Authority or arbitrator outstanding against Buyer having any such effect.
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No Conflicts; No Consents or Approvals. (a) Except as described on Schedule 5.5, the execution, delivery and performance of the Operative Documents by STEN Parent, STEN Holdings and Majority Shareholder will not (i) conflict with, violate or result in a breach or default of any provision of the Organizational Documents of STEN Parent, STEN Holdings, either of the Companies, the Subsidiaries or Majority Shareholder, (ii) conflict with or violate any Law applicable to Majority Shareholder, STEN Parent, STEN Holdings, either of the Companies or Subsidiaries, or by which any of their respective properties or assets are bound, (iii) result in the creation of any Lien upon any of the properties or assets of either of the Companies or Subsidiaries, or (iv) conflict with, or result in any breach of or default under (with or without notice or lapse of time or both) any Contracts. (b) Except as set forth on Schedule 5.5 and except for any filings or approvals that may be required by the HSR Act, Securities Act or state blue sky laws, no waiver, approval, authorization, order, license, permit, franchise or consent of or registration, declaration, qualification or filing with any Governmental Authority or any other Person is required to be obtained or made by STEN Parent, STEN Holdings or Majority Shareholder in connection with the execution, delivery and performance by each of the Operative Documents. (c) There is no claim, action, suit or proceeding pending or, to STEN's Knowledge, threatened against STEN Parent, STEN Holdings, either of the Companies or Majority Shareholder or any of their respective properties which seeks to prohibit, restrict or delay consummation of the transactions contemplated under the Operative Documents, and there is no judgment, decree, injunction, ruling or order of any court, Governmental Authority or arbitrator outstanding against STEN Parent, STEN Holdings, either of the Companies or Majority Shareholder having any such effect. (d) The execution, delivery and performance of the Operative Documents by STEN Parent, STEN Holdings and the Majority Shareholder will not result in the modification, waiver or impairment of any obligation of a third party to indemnify the Companies. (e) As of the Closing Date, all consents required to be obtained by the Majority Shareholder, STEN Parent and STEN Holdings for consummation of the transactions hereunder shall have been obtained and shall be in full force.
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No Conflicts; No Consents or Approvals. Other than the Bankruptcy Court's approval of the global settlement described in the Term Sheet which provides for the sale of the Stock, no authorization, consent, approval, order of or filing with or notice to any individual, entity, court or Governmental Authority is necessary for the execution and delivery of this Agreement by the Buyer or for the consummation by the Buyer of the transactions contemplated by this Agreement.
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No Conflicts; No Consents or Approvals. The execution and delivery of this Agreement by such Seller and the performance of such Seller’s obligations hereunder will not (with or without the giving of notices or the passage of time) (i) violate any applicable Law or other restriction of any Governmental Body or court to which such Seller is subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which such Seller is a party or by which such Seller is bound or to which any of such Seller’s Stock is subject, including any trust agreement or other governing instrument of such Seller, or (iii) result in the creation or imposition of any Encumbrance on any of such Seller’s Stock. With the exception of any applicable filings required under the HSR Act, such Seller is not required to give any notice to, make any filing with or obtain any authorization, consent, waiver, order or approval of, any Governmental Body or other third party in connection with such Seller’s execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
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Related to No Conflicts; No Consents or Approvals

  • No Consents or Approvals None of the execution, delivery or performance by Purchaser of this Agreement, or the other Transfer Documents, or the consummation by Purchaser of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any Governmental Authority, except such as have been obtained or effected on or prior to the applicable Closing Date.

  • No Conflicts; No Consents The execution and delivery by Participant of this Agreement, the consummation of the transactions contemplated hereby and the performance of Participant’s obligations hereunder do not and will not (i) materially conflict with or result in a material violation or breach of any term or provision of any Law applicable to either Participant or the Restricted Stock Units or (ii) violate in any material respect, conflict with in any material respect or result in any material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or require either Participant to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, any contract, agreement, instrument, commitment, arrangement or understanding to which Participant is a party.

  • Consents or Approvals No consent of any other person or entity (including, without limitation, any creditor of the undersigned) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by it, except to the extent that the failure to obtain any of the foregoing could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

  • No Conflicts; Governmental Approvals (a) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations hereunder will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder is entitled under, any Contract to which such Shareholder is a party or by which such Shareholder, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Time.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • Consents and Approvals; No Conflicts Subject to the recording of any of the Seller’s Documents as appropriate, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.

  • Governmental Approvals; No Conflicts The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

  • Approvals; No Conflicts The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • No Consents The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

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