No Consent Required; Noncontravention Sample Clauses

No Consent Required; Noncontravention. Subject to compliance by Seller with the requirements in the TAPS Agreement regarding the preferential purchase right of the equity owners of TAPS with respect to WAPCO's equity interest in TAPS or as otherwise disclosed on Schedule 5(e), the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not, directly or indirectly, with or without notice or lapse of time: (i) result in a violation of any provision of the governing documents of Seller, WAPCO or, to the Knowledge of Seller, Alyeska; (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree (assuming compliance with the matters referred to in Section 5(d)); (iii) require any consent, approval or other action by any Person under, or constitute a default under any provision of any agreement or other instrument binding upon Seller, WAPCO or, to the knowledge of Seller, Alyeska; (iv) give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller, WAPCO or, to the Knowledge of Seller, Alyeska or to a loss of any benefit to which Seller, WAPCO or, to the Knowledge of Seller, Alyeska is entitled under any provision of any agreement or other instrument binding upon Seller, WAPCO or Alyeska; (v) result in the creation or imposition of any Lien on the WAPCO Interests, other than the WAPCO Permitted Liens or, to the Knowledge of Seller, the TAPS Interests; or (vi) result in a violation of, or give any Governmental Authority or other person the right to challenge the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement to which Seller, or any of the WAPCO Interests or, to Seller's Knowledge, the TAPS Interests, may be subject in a manner that would adversely affect Seller's ability to perform its obligations under this Agreement.
Sample 1
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No Consent Required; Noncontravention. Except as specified on Schedule 6(c): (i) no consent, approval or other action with, or to, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by Williams Guarantor of this Agreement or the Williaxx Xxxxxnty; and (ii) neixxxx xxx execution and delivery of this Agreement or the Williams Guaranty by Williams Guarantor, nor the cxxxxxxxxion of the trxxxxxxxxns contemplated hereby or thereby will (A) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of Williams Guarantor; (B) result in a violation of or xxxxxxct with any Legal Requirement or Governmental Action applicable to or affecting Williams Guarantor or any of its assets or propertxxx; (X) result in any breach of, or a maturity under, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent, approval or other action under, or result in, or give to others any rights of, termination, amendment or acceleration of any material contract, right or obligation of Williams Guarantor or to a loss of any benefit to xxxxx Xxlliams Guarantor is entitled under any provision xx xxx agreement or other instrument binding on Williams Guarantor; (D) give any Person the right xx xxxxxn to purchase the WAPCO Interests or any of the equity of, or interest in, WAPCO; or (E) result in the creation of any Lien on the WAPCO Interests or any of the equity of, or interest in, WAPCO, other than the WAPCO Permitted Liens.
Sample 1
No Consent Required; Noncontravention. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not, directly or indirectly, with or without notice or lapse of time: (i) result in a violation of any provision of the governing documents of Buyer; (ii) assuming compliance with the matters referred to in Section 7(c), violate any applicable law, rule, regulation, judgment, injunction, order or decree; or (iii) result in a violation of, or give any Governmental Authority or other person the right to challenge the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any legal requirement or any order to which Buyer, or any assets owned or used by Buyer, may be subject in a manner that would adversely affect Buyer's ability to perform its obligations under this Agreement
Sample 1

Related to No Consent Required; Noncontravention

  • No Consent Required No approval or authorization by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Administrator of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously been obtained and filings that have previously been made and (iii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the enforceability or collectability of the Receivables or any other part of the Collateral or would not materially and adversely affect the ability of the Administrator to perform its obligations under the Transaction Documents.

  • Consent Required The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

  • No Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

  • Request for Notice; No Consent Required With respect to any Second Lien Loan, where required or customary in the jurisdiction in which the Mortgaged Property is located, the original lender has filed for record a request for notice of any action by the related senior lienholder, and the Seller has notified the senior lienholder in writing of the existence of the Second Lien Loan and requested notification of any action to be taken against the Mortgagor by the senior lienholder. Either (a) no consent for the Second Lien Loan is required by the holder of the related first lien or (b) such consent has been obtained and is contained in the Mortgage File;

  • 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 Conflict; Required Consents Except for the Required Consents, all ------------------------------ of which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the Partnership Agreement of Seller; (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 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 or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller 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 any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

  • Compliance with Law; Governmental Approvals Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

  • Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

  • No Implied Consent Nothing in this Section 1.3 shall be construed to constitute Agent’s or any Lender’s consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.

  • 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.

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