Common use of No Conflicts or Approvals Clause in Contracts

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.7, the execution, delivery and performance by the Sellers of this Agreement and the Transaction Agreements and the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Sellers of the organizational documents of any of the Sellers, the Sold Companies or the Subsidiaries, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies or the Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Timken Co), Stock and Asset Purchase Agreement (Ingersoll Rand Co LTD)

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No Conflicts or Approvals. (a) Except as set forth on Schedule 3.73.10, the execution, delivery and performance by the Sellers Seller of this Agreement and the Transaction Agreements and the consummation by the Sellers Seller of the transactions contemplated hereby and thereby do does not and will not (i) violate, conflict with or result in a breach by Seller, the Company or any of the Sellers Company's Subsidiaries of the their respective organizational documents of any of the Sellers, the Sold Companies or the Subsidiariesdocuments, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the SellersSeller, the Sold Companies Company or the Company's Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute a default) under, or require any consent or other action by any Person under, or give rise to any penalty right of termination, cancellation or acceleration under, or result in the creation loss of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the SellersSeller, the Sold Companies Company or the Company's Subsidiaries or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the SellersSeller, the Sold Companies Company or the Company's Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the HSR Actproperties or assets of Seller, the EC Merger Regulation and Company or any other Competition/Investment Law, require any Governmental Approvalof the Company's Subsidiaries, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually not be material to the Company or in the aggregate, reasonably be expected to have its Subsidiaries taken as a Sold Company Material Adverse Effect or a material adverse effect on whole and would not materially adversely affect the ability of any of the Sellers Seller to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Peabody Energy Corp)

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.7SCHEDULE 3.6(a), the execution, delivery and performance by the Sellers of this Agreement and the Transaction Agreements and the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Sellers of the organizational documents of any of the Sellers, the Sold Companies or the SubsidiariesSubsidiaries or, to the Knowledge of the Sellers, the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies or Companies, the Subsidiaries or, to the Knowledge of the Sellers, the Venture Entities (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation consent, cancellation, acceleration, increased Liabilities or acceleration fees, or right to increase the obligations or otherwise modify the terms under, or result in the creation of any EncumbranceLien, other than Permitted EncumbrancesLiens, upon any of the properties properties, rights or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellersits subsidiaries, the Sold Companies or the Subsidiaries or any of their respective properties or assets may be boundor, (iii) violate or result in a breach of any Governmental Order or Law applicable to any the Knowledge of the Sellers, the Sold Companies Venture Entities or on the Subsidiaries Shares or to which any of their respective properties or such properties, assets or (iv) except for applicable requirements Shares are subject, under any Contract to which any of the HSR Actforegoing is a party or otherwise bound, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, except as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers to consummate the transactions contemplated by this Agreement, or (iii) subject to the receipt of the requisite approvals referred to on SCHEDULE 3.6(b), conflict with or violate any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or, to the Knowledge of the Sellers, the Venture Entities or any of their respective properties, rights or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cooper Tire & Rubber Co)

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No Conflicts or Approvals. (a) Except as set forth on Schedule 3.73.8, the execution, delivery and performance by the Sellers Seller Parent and Seller of this Agreement and the Transaction Agreements and the consummation by the Sellers Seller Parent and Seller of the transactions contemplated hereby and thereby do does not and will not (i) violate, conflict with or result in a breach by Seller Parent, Seller or any of the Sellers Companies of the their respective organizational documents of any of the Sellers, the Sold Companies or the Subsidiariesdocuments, (ii) violate, conflict with or result in a breach of, or constitute a default by Seller Parent, Seller or any of the Sellers, the Sold Companies or the Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute a default) under, or require any consent or other action by any Person under, or give rise to any penalty, right of termination, cancellation or acceleration under, or result in the creation loss of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of Seller Parent, Seller or any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of Seller Parent, Seller or any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the HSR Actproperties or assets of Seller Parent, Seller or any of the EC Merger Regulation and any other Competition/Investment Law, require any Governmental ApprovalCompanies, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in not be material to the aggregate, reasonably be expected to have Companies taken as a Sold Company Material Adverse Effect or a material adverse effect on whole and would not materially adversely affect the ability of any of the Sellers Seller Parent or Seller to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peabody Energy Corp)

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