No Consent Required; Non-Contravention. (i) Except as specified in the Disclosure Schedule, no consent, waiver, approval, order, authorization or other action by or filings with any Governmental Authority or other entity is required in connection with the execution, delivery and performance by Sellers' Guarantor of this Agreement or the Sellers' Guaranty. (ii) Except as specified in the Disclosure Schedule, neither the execution and delivery of this Agreement or the Sellers' Guaranty by Sellers' Guarantor, 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 Sellers' Guarantor is directly or indirectly a party or is directly or indirectly subject, except for such violations, conflicts and accelerations which will not (x) prevent or materially delay consummation of the transaction contemplated by this Agreement or the Sellers' Guaranty; (y) prevent Sellers' Guarantor from performing its obligations under this Agreement or the Sellers' Guaranty; or (z) result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Premcor Refining Group Inc), Asset Purchase and Sale Agreement (Williams Companies Inc)
No Consent Required; Non-Contravention. (i) Except as otherwise specified in the Disclosure Schedule, no consent, waiver, approval, order, authorization or other action by or filings with any Governmental Authority or other entity Person is required in connection with the execution, delivery and performance by Sellers' Guarantor Purchaser of this Agreement or the Sellers' Guarantyother agreements contemplated hereby.
(ii) Except as specified in the Disclosure Schedule, neither the execution and delivery of this Agreement or the Sellers' Guaranty other agreements contemplated hereby by Sellers' Guarantor, Purchaser 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 Sellers' Guarantor Purchaser is directly or indirectly a party Party or is directly or indirectly subject, except for such violations, violations and conflicts and accelerations which will not (x) prevent or materially delay consummation of the transaction transactions contemplated by this Agreement or the Sellers' Guaranty; other agreements contemplated hereby, (y) prevent Sellers' Guarantor Purchaser or its Affiliate which is a party from performing its obligations under this Agreement or the Sellers' Guaranty; or (z) result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Williams Companies Inc), Asset Purchase and Sale Agreement (Premcor Refining Group Inc)
No Consent Required; Non-Contravention. (i) Except as specified in the Disclosure ScheduleSchedule 6.02(c)(i), no consent, waiver, approval, order, authorization or other action by or filings with any Governmental Authority governmental authority or other entity is required in connection with the execution, delivery and performance by Sellers' Guarantor of this Agreement or the Sellers' Guaranty.
(ii) Except as specified in the Disclosure ScheduleSchedule 6.02(c)(ii), neither the execution and delivery of this Agreement or the Sellers' Guaranty by Sellers' Guarantor, 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 Sellers' Guarantor is directly or indirectly a party or is directly or indirectly subject, except for such violations, violations and conflicts and accelerations which will not (x) prevent or materially delay consummation of the transaction contemplated by this Agreement or the Sellers' Guaranty; (y) prevent Sellers' Guarantor from performing its obligations under this Agreement or the Sellers' Guaranty; or (z) result in a Material Adverse Effect.
Appears in 1 contract
No Consent Required; Non-Contravention. (i) Except as specified in the Disclosure Schedule, no consent, waiver, approval, order, authorization or other action by or filings with any Governmental Authority or other entity is required in connection with the execution, delivery and performance by Sellers' Purchaser's Guarantor of this Agreement or the Sellers' Purchaser's Guaranty.
(ii) Except as specified in the Disclosure Schedule, neither the execution and delivery of this Agreement or the Sellers' Purchaser's Guaranty by Sellers' Purchaser's Guarantor, 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 Sellers' Purchaser's Guarantor is directly or indirectly a party or is directly or indirectly subject, except for such violations, violations and conflicts and accelerations which will not (x) prevent or materially delay consummation of the transaction contemplated by this Agreement or the Sellers' Purchaser's Guaranty; (y) prevent Sellers' Purchaser's Guarantor from performing its obligations under this Agreement or the Sellers' Purchaser's Guaranty; or (z) result in a Material Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Williams Companies Inc)