No Consent Required; Non-Contravention. (a) Except as otherwise set forth in Schedule 6.3(a), no consent, waiver, approval, order, authorization or other action by or filings with any governmental authority or other Person is required in connection with the execution, delivery and performance by Buyer of this Agreement or the Related Agreements. (b) Except as specified in Schedule 6.3(b), neither the execution and delivery of this Agreement or the Related Agreements by Buyer nor the consummation of the transactions contemplated hereby will violate or conflict with or result in the acceleration of rights, or benefits or payments under any agreement, instrument, statute, regulation, rule, order, writ, judgment or decree to which the Buyer is directly or indirectly a Party or is directly or indirectly subject, except for such violations and conflicts which will not (i) prevent or materially delay consummation of the transactions contemplated by this Agreement or the Related Agreements or (ii) prevent Buyer from performing its obligations under this Agreement.
Appears in 4 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Global Energy, Inc.), Asset Purchase and Sale Agreement (Global Energy, Inc.)
No Consent Required; Non-Contravention. (a) Except as otherwise set forth in Schedule 6.3(a6.03(a), no consent, waiver, approval, order, authorization or other action by or filings with any governmental authority or other Person is required in connection with the execution, delivery and performance by Buyer of this Agreement or the Related Agreements.
(b) Except as specified in Schedule 6.3(b6.03(b), neither the execution and delivery of this Agreement or the Related Agreements by Buyer nor the consummation of the transactions contemplated hereby will breach, violate or conflict with any provision of, or constitute a default (or an event, which, with notice or lapse of time, would constitute a default) under, or result in the termination or acceleration of rights, or benefits or payments under any agreement, instrument, statute, regulation, rule, order, writ, judgment or decree agreement to which the Buyer is directly or indirectly a Party or is directly or indirectly subject, except for such violations and conflicts which will not (i) prevent or materially delay consummation of the transactions contemplated by this Agreement or the Related Agreements or Agreements, (ii) prevent Buyer from performing its obligations under this Agreement, or (iii) result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tosco Corp), Asset Purchase Agreement (Ultramar Diamond Shamrock Corp)