No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by the Sellers do not, and the consummation by the Sellers of the transactions contemplated by this Agreement will not (i) violate (A) any statute, rule or regulation to which the Sellers, the Operating Company or Stellar Propane are subject or (B) any order, writ, injunction, decree, judgment or ruling of any Governmental Authority to which the Sellers, the Operating Company or Stellar Propane are subject, (ii) subject to the adoption of the amendments contemplated by Section 8.16 prior to the Closing, conflict with or violate any provision of the Organizational Documents of the Sellers, the Operating Company or Stellar Propane, or (iii) except for those consents of the Operating Company and Stellar Propane relating to the Business that will be obtained prior to the Closing, require the consent of any Person (including any debt holder) or result in the breach of or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, violate, conflict with, breach or give rise to any right of termination, cancellation or acceleration of, or to a loss of benefit to which the Sellers, the Operating Company or Stellar Propane are entitled, under (A) any mortgage, indenture, note or other instrument or obligation for the payment of money or any Contracts or Other Agreement, in each case, to which the Sellers, the Operating Company or Stellar Propane are a party, or (B) any governmental licenses, authorizations, permits, consents or approvals required for the Sellers, the Operating Company or Stellar Propane to own, license or lease and operate their respective properties or to conduct their respective businesses as presently conducted by them.
No Creation of Violation, Default, Breach or Encumbrance. The -------------------------------------------------------- execution and delivery by BUYER of this Agreement do not, and the consummation by BUYER of the transactions contemplated hereby will not (i) conflict with or violate any provision of the Organizational Documents of BUYER; (ii) assuming receipt of the consents set forth in Schedule 7.3, require the consent of any Person or result in the breach of or constitute a default under any contract, agreement, lease, license, mortgage, indenture, note or other instrument or obligation to which BUYER is a party, that could adversely affect the ability of BUYER to consummate the transactions contemplated by this Agreement; or (iii) violate (A) any statute, rule or regulation to which BUYER is subject, or (B) any order, writ, injunction, decree, judgment or ruling of any court, administrative agency or governmental body to which BUYER is subject.
No Creation of Violation, Default, Breach or Encumbrance. The execution and delivery by Buyer of this Agreement do not, and the consummation by Buyer of the transactions contemplated by this Agreement will not (i) conflict with or violate any provision of the Organizational Documents of Buyer; (ii) require the consent of any Person or result in the breach of or constitute a default under any Contract or Other Agreement to which Buyer is a party, that is or has a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement; or (iii) violate (A) any statute, rule or regulation to which Buyer is subject or (B) any order, writ, injunction, decree, judgment or ruling of any Governmental Authority to which Buyer is subject.
No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by Seller and Shareholders does not (i) violate (A) any statute, rule or regulation to which such Person is subject or (B) any order, writ, injunction, decree, judgment or ruling of any court, administrative agency or governmental body to which such Person is subject, (ii) conflict with or violate any provision of the Organizational Documents of Seller, or (iii) assuming receipt of the consents set forth in Schedule 6.4 hereto and the expiration of the waiting period under the HSR Act, require the consent of any Person or result in the breach of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, violate, conflict with, breach or give rise to any right of termination, cancellation or acceleration of, or to a loss of benefit to which Seller is entitled, under (A) any Contract to which Seller is a party, or (B) any governmental licenses, authorizations, permits, consents or approvals required for Seller to own, license or lease and operate its properties or to conduct its Business as presently conducted by it, to the extent transferable.
No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by Watco, and the execution, delivery and performance of the Transaction Documents by Watco and the applicable members of the Watco Group party thereto, do not, and will not, (a) assuming receipt of the approvals and authorizations, expiration or termination of the waiting periods, delivery of the notices and the making of the filings, in each case, as set forth on Schedule 5.4(a), violate (1) any Law or (2) any Order, (b) conflict with or violate any provision of the Organizational Documents of the members of the Watco Group, or (c) assuming receipt of the consents set forth in Schedule 5.3 and except as would not be material, require the consent of any Person or result in the breach of or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, violate, conflict with, or give rise to any right of termination, cancellation, modification or acceleration, or to a loss of benefit to which any member of the Watco Group is entitled, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Watco Contributed Assets, under (A) any material Contract related to the Business to which any member of the Watco Group is a party or to which their assets are subject, (B) any Watco Transferred Permit, or (C) any other material license, authorization, permit, consent or approval of any Governmental Authority required for any member of the Watco Group to own, license or lease and operate their respective properties related to the Business or to conduct their respective Businesses as presently conducted by them.
No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by Xxxxx and the consummation by Xxxxx of the transactions contemplated hereby through an anticipated shareholder ratification will not: (a) violate (1) any statute, rule or regulation to which Xxxxx is subject, or (2) any order, writ, injunction, decree, judgment or ruling of any court, administrative agency or governmental body to which is subject, (b) conflict with or violate any provision of the Articles of Incorporation or by-laws of Xxxxx, or (c) require the consent of any party or constitute a default under, violate, conflict with, breach or give rise to any right of termination, cancellation or acceleration of, or to a loss of benefit to which Xxxxx is entitled, under (1) any mortgage, indenture, note or other instrument or obligation for the payment of money or any contract, agreement, lease or license to which Xxxxx is a party, or (2) any governmental licenses, authorizations, permits, consents or approvals required for Xxxxx to own, license or lease and operate its properties or to conduct its business as presently conducted by it.
No Creation of Violation, Default, Breach or Encumbrance. The execution and delivery by TRBT of this Agreement do not, and the consummation by TRBT of the transactions contemplated hereby will not: (a) violate (1) any statute, rule or regulation to which TRBT is subject, or (2) any order, writ, injunction, decree, judgment or ruling of any court, administrative agency or governmental body to which TRBT is subject. (b) conflict with or violate any provision of the Operating License or by-laws of TRBT; or (c) result in the breach of or constitute a default under any material contract, agreement, lease, license, mortgage, indenture, note or other instrument or obligation to which TRBT is a party, which could adversely affect the ability of TRBT to consummate the transactions contemplated by this Agreement;
No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by MPLS and the consummation by MPLS of the transactions contemplated hereby through an anticipated shareholder ratification will not: (a) violate (1) any statute, rule or regulation to which MPLS is subject, or (2) any order, writ, injunction, decree, judgment or ruling of any court, administrative agency or governmental body to which is subject, (b) conflict with or violate any provision of the articles of incorporation or by-laws of MPLS, or (c) require the consent of any party or constitute a default under, violate, conflict with, breach or give rise to any right of termination, cancellation or acceleration of, or to a loss of benefit to which MPLS is entitled, under (1) any mortgage, indenture, note or other instrument or obligation for the payment of money or any contract, agreement, lease or license to which MPLS is a party, or (2) any governmental licenses, authorizations, permits, consents or approvals required for MPLS to own, license or lease and operate its properties or to conduct its business as presently conducted by it.
No Creation of Violation, Default, Breach or Encumbrance. The execution and delivery by NBI of this Agreement do not, and the consummation by NBI of the transactions contemplated hereby will not: (a) conflict with or violate any provision of the certificate of incorporation or by- laws of NBI ; (b) result in the breach of or constitute a default under any material contract, agreement, lease, license, mortgage, indenture, note or other instrument or obligation to which NBI is a party, which could adversely affect the ability of NBI to consummate the transactions contemplated by this Agreement; or (c) violate (1) any statute, rule or regulation to which NBI is subject, or (2) any order, writ, injunction, decree, judgment or ruling of any court, administrative agency or governmental body to which NBI is subject.
No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by Seller and Shareholder does not (i) violate (A) any statute, rule or regulation to which such Person is subject or (B) any order, writ, injunction, decree, judgment or ruling of any court, administrative agency or governmental body to which such Person is subject, (ii) conflict with or violate any provision of the Organizational Documents of Seller, or (iii) except for the consents set forth in Schedule 6.4 hereto, require the consent of any Person or result in the breach of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, violate, conflict with, breach or give rise to any right of termination, cancellation or acceleration of, or to a loss of benefit to which Seller is entitled, under (A) any mortgage, indenture, note or other instrument or obligation for the payment of money or any contract, agreement, lease, sublease or license, in each case, to which Seller is a party, or (B) any governmental licenses, authorizations, permits, consents or approvals required for Seller to own, license or lease and operate its properties or to conduct its Business as presently conducted by it.
