No Violation of Laws or Agreements. The execution, delivery and performance of this Agreement and the Transaction Documents by Buyer and/or Parent do not, and the consummation of the transactions contemplated hereby and thereby will not, (a) contravene any provision of the Articles of Incorporation or Bylaws of Buyer or the Certificate of Incorporation or Bylaws of Parent; or (b) violate, conflict with, result in a breach of, or constitute a default (or an event which would with the passage of time or the giving of notice, or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication or other agreement or commitment, oral or written, to which Parent or Buyer is a party, or by which any of their assets or properties may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, interests or rights which, individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation to which Buyer or Parent is subject other than those violations and conflicts which individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documents.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Citizens Utilities Co), Merger Agreement (American Water Works Co Inc)
No Violation of Laws or Agreements. The execution, delivery delivery, and performance of this Agreement and the Transaction Documents by Buyer and/or Parent each of the Seller Parties do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Transaction Documents by the Seller Parties, will not, : (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Buyer Citizens or the Certificate Articles of Incorporation or Bylaws of Parentthe other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer any of the Seller Parties is a party, or by which the Business or any of their assets or properties the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually or and in the aggregate aggregate, do not have a material adverse effect on their respective ability Material Adverse Effect or will be cured, waived or terminated prior to perform their obligations under this Agreement and the Transaction DocumentsClosing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation regulation, to which Buyer or Parent any of the Seller Parties is subject subject, other than those violations and or conflicts which individually or and in the aggregate do would not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction DocumentsMaterial Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Citizens Utilities Co), Merger Agreement (American Water Works Co Inc)
No Violation of Laws or Agreements. The execution, delivery delivery, and performance of this Agreement and the Transaction Documents by Buyer and/or Parent each of the Seller Parties do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Transaction Documents by the Seller Parties, will not, : (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Buyer Citizens or the Certificate Articles of Incorporation or Bylaws of Parentthe other Seller Party; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer any of the Seller Parties is a party, or by which the Business or any of their assets or properties the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually or and in the aggregate aggregate, do not have a material adverse effect on their respective ability Material Adverse Effect or will be cured, waived or terminated prior to perform their obligations under this Agreement and the Transaction DocumentsClosing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation regulation, to which Buyer or Parent any of the Seller Parties is subject subject, other than those violations and or conflicts which individually or and in the aggregate do would not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction DocumentsMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (American Water Works Co Inc), Asset Purchase Agreement (Citizens Utilities Co)
No Violation of Laws or Agreements. The execution, delivery delivery, and performance by Parent and each Seller of this Agreement and the Transaction Documents by Buyer and/or Parent to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated hereby and thereby thereby, will not, (a) contravene any provision of the Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Buyer or the Certificate of Incorporation or Bylaws of Parent; either Seller, or (b) except as set forth on Schedule 2.4 and subject, in the case of clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Purchased Assets or give to others any interests or rights therein under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer either Seller is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of their assets or properties the Purchased Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, interests affected (including without limitation any agreement or rights which, individually or in the aggregate do not have a material adverse effect on their respective ability instrument pertaining to perform their obligations under this Agreement and the Transaction DocumentsDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation Law to which Buyer Parent, either Seller or Parent the Purchased Assets is subject other than those violations and conflicts which individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documentssubject.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Alliedsignal Inc), Asset Purchase Agreement (Banner Aerospace Inc)
No Violation of Laws or Agreements. The execution, delivery delivery, ---------------------------------- and performance by Parent and each Seller of this Agreement and the Transaction Documents by Buyer and/or Parent to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated hereby and thereby thereby, will not, (a) contravene any provision of the Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Buyer or the Certificate of Incorporation or Bylaws of Parent; any Company, or (b) except as set forth on Schedule 2.4 and subject, in the case of clause ------------ (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer any Company is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of their assets or properties the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, interests affected (including without limitation any agreement or rights which, individually or in the aggregate do not have a material adverse effect on their respective ability instrument pertaining to perform their obligations under this Agreement and the Transaction DocumentsDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation Law to which Buyer Parent, any Company or Parent the Acquired Assets is subject other than those violations and conflicts which individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documentssubject.
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No Violation of Laws or Agreements. The execution, delivery delivery, and performance by Seller of this Agreement and the Transaction Documents by Buyer and/or Parent to which Seller is a party do not, and the consummation by Seller of the transactions contemplated hereby and thereby thereby, will not, (a) contravene any provision of the Restated Articles of Incorporation Incorporation, as amended, or Bylaws Bylaws, as amended, of Buyer or the Certificate of Incorporation or Bylaws of Parent; Seller or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer Seller is a party, or by which the Business or any of their assets or properties the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually or and in the aggregate aggregate, do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction DocumentsMaterial Adverse Effect, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation Law to which Buyer Seller or Parent the Acquired Assets is subject subject, other than those violations and or conflicts which individually or and in the aggregate do would not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction DocumentsMaterial Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Olin Corp)
No Violation of Laws or Agreements. The execution, delivery delivery, ---------------------------------- and performance by Parent and each Seller of this Agreement and the Transaction Documents by Buyer and/or Parent to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated hereby and thereby thereby, will not, (a) contravene any provision of the Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Buyer or the Certificate of Incorporation or Bylaws of Parent; either Seller, or (b) except as set forth on Schedule 2.4 and subject, in the case of ------------ clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Purchased Assets or give to others any interests or rights therein under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer either Seller is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of their assets or properties the Purchased Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, interests affected (including without limitation any agreement or rights which, individually or in the aggregate do not have a material adverse effect on their respective ability instrument pertaining to perform their obligations under this Agreement and the Transaction DocumentsDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation Law to which Buyer Parent, either Seller or Parent the Purchased Assets is subject other than those violations and conflicts which individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documentssubject.
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No Violation of Laws or Agreements. The execution, delivery delivery, and performance of this Agreement and the Transaction Documents by Buyer and/or Parent each of the Seller Parties do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Transaction Documents by the Seller Parties, will not, : (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Buyer Citizens or the Certificate Articles of Incorporation or Bylaws of Parentthe other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, Arizona mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer any of the Seller Parties is a party, or by which the Business or any of their assets or properties the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually or and in the aggregate aggregate, do not have a material adverse effect on their respective ability Material Adverse Effect or will be cured, waived or terminated prior to perform their obligations under this Agreement and the Transaction DocumentsClosing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation regulation, to which Buyer or Parent any of the Seller Parties is subject subject, other than those violations and or conflicts which individually or and in the aggregate do would not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction DocumentsMaterial Adverse Effect.
Appears in 1 contract
No Violation of Laws or Agreements. The execution, delivery delivery, and performance by Parent and each Seller of this Agreement and the Transaction Documents by Buyer and/or Parent to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated hereby and thereby thereby, will not, (a) contravene any provision of the Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Buyer or the Certificate of Incorporation or Bylaws of Parent; any Company, or (b) except as set forth on Schedule 2.4 and subject, in the case of clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer any Company is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of their assets or properties the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, interests affected (including without limitation any agreement or rights which, individually or in the aggregate do not have a material adverse effect on their respective ability instrument pertaining to perform their obligations under this Agreement and the Transaction DocumentsDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation Law to which Buyer Parent, any Company or Parent the Acquired Assets is subject other than those violations and conflicts which individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documents.subject. 26 20
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No Violation of Laws or Agreements. The execution, delivery and performance of this Agreement and the Purchaser Transaction Documents by Buyer and/or Parent do not, and the consummation of the transactions contemplated hereby and thereby Transaction will not, (a) contravene any provision of the Articles articles of Incorporation incorporation or Bylaws bylaws of Buyer or the Certificate of Incorporation or Bylaws of ParentPurchaser; or (b) violate, conflict with, result in a breach of, or constitute a default (or an event which would might, with the passage of time or the giving of notice, or both, constitute a default) under, or result in or permit (whether after the giving of notice or lapse of time or both) the termination, modification, acceleration, or cancellation of, or result in the creation of any Lien of any nature whatsoever upon any assets of Purchaser or give any other any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication or other agreement or commitment, oral or written, to which Parent or Buyer Purchaser is a party, or by which Purchaser may have rights or by which Purchaser or any of their the assets or properties of Purchaser may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, interests or rights which, individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, ruling or order of any courtAuthority, arbitrator domestic or Authority foreign, or any applicable constitution, lawLaw, ordinance, rule or regulation to which Buyer regulation, except, in the case of the foregoing clause (b)(i), for such violations, conflicts, breaches, defaults, default events, terminations, modifications, accelerations, cancellations or Parent is subject other than those violations and conflicts which Liens that, individually or in the aggregate do aggregate, could not have a material adverse effect on their respective reasonably be expected to materially impair the ability of Purchaser to perform their obligations under this Agreement and consummate the Transaction DocumentsTransaction.
Appears in 1 contract
Samples: Business Transfer Agreement (MagnaChip Semiconductor LTD (United Kingdom))
No Violation of Laws or Agreements. The execution, delivery delivery, and performance of this Agreement and the Transaction Documents by Buyer and/or Parent each of the Seller Parties do not, Arizona and the consummation of the transactions contemplated hereby by this Agreement and thereby the Transaction Documents by the Seller Parties, will not, : (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Buyer Citizens or the Certificate Articles of Incorporation or Bylaws of Parentthe other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer any of the Seller Parties is a party, or by which the Business or any of their assets or properties the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually or and in the aggregate aggregate, do not have a material adverse effect on their respective ability Material Adverse Effect or will be cured, waived or terminated prior to perform their obligations under this Agreement and the Transaction DocumentsClosing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation regulation, to which Buyer or Parent any of the Seller Parties is subject subject, other than those violations and or conflicts which individually or and in the aggregate do would not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction DocumentsMaterial Adverse Effect.
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No Violation of Laws or Agreements. The execution, delivery delivery, and performance by Parent and each Seller of this Agreement and the Transaction Documents by Buyer and/or Parent to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated hereby and thereby thereby, will not, (a) contravene any provision of the Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Buyer or the Certificate of Incorporation or Bylaws of Parent; any Company, or (b) except as set forth on Schedule 2.4 and subject, in the case of clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would would, with the passage of time or the giving of notice, notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication permit or other agreement or commitment, oral or written, to which Parent or Buyer any Company is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of their assets or properties the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, interests affected (including without limitation any agreement or rights which, individually or in the aggregate do not have a material adverse effect on their respective ability instrument pertaining to perform their obligations under this Agreement and the Transaction DocumentsDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation Law to which Buyer Parent, any Company or Parent the Acquired Assets is subject other than those violations and conflicts which individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documents.subject. 2.5
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