Common use of No Conflicts or Approvals Clause in Contracts

No Conflicts or Approvals. (a) The execution, delivery and performance by each of Peabody and Buyer of this Agreement and the consummation by Peabody and Buyer of the transactions contemplated hereby does not (i) violate, conflict with or result in a breach by Peabody or Buyer of its organizational documents, (ii) violate, conflict with or result in a breach of, or constitute a default by Peabody or Buyer (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 right of termination, cancellation or acceleration under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Peabody or Buyer or any of its properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to Peabody or Buyer or any of their respective properties or assets or (iv) result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of Peabody or Buyer, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not be material to Peabody and its subsidiaries taken as a whole and would not materially adversely affect Peabody's or Buyer's ability to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Peabody Energy Corp), Stock Purchase Agreement (Peabody Energy Corp)

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No Conflicts or Approvals. (a) The execution, delivery and performance by each of Peabody and Buyer of this Agreement and the consummation by Peabody and Buyer of the transactions contemplated hereby does not (i) violate, conflict with or result in a breach by Peabody or Buyer of its organizational documents, (ii) violate, conflict with or result in a breach of, or constitute a default by Peabody or Buyer (or create an event which, with notice or lapse of time or both, would constitute a default under,) or require any consent Consent or other action by any Person under, or give rise to any right of termination, cancellation or acceleration under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Peabody or Buyer or any of its properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to Peabody or Buyer or any of their respective properties or assets or (iv) result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of Peabody or Buyer, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not be material to Peabody and its subsidiaries taken as a whole and would not materially adversely affect Peabody's ’s or Buyer's ’s ability to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Peabody Energy Corp)

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No Conflicts or Approvals. (a) The execution, delivery and performance by each of Peabody and Buyer of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Peabody and Buyer Buyers of the transactions contemplated hereby does and thereby do not and will not: (i) violate, conflict with or result in a breach by Peabody or such Buyer of its organizational documents, the Organizational Documents of any Buyer; (ii) violate, conflict with or result in a breach of, or constitute a default by Peabody or any Buyer (or create an event which, with notice or lapse of time or both, would constitute a default under,default) or require any consent or other action by any Person under, or give rise to any right of termination, cancellation or acceleration under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Peabody or such Buyer or any of its their properties or assets may be bound, ; (iii) violate or result in a breach of any Governmental Order or Law applicable to Peabody or any Buyer or any of their respective properties or assets assets; or (iv) result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any except for applicable requirements of the properties or assets of Peabody or BuyerHSR Act, the EC Merger Regulation and other applicable Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not be not, individually or in the aggregate, have a material to Peabody and its subsidiaries taken as a whole and would not materially adversely affect Peabody's or Buyer's adverse effect on the ability of Buyers to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Master Sale and Purchase Agreement (Delphi Corp)

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