No Violation or Approval. 3.4.1 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement by Seller, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Seller or GFD, or contravene any resolution adopted by the officers, managers, or members of either Seller or GFD; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Seller or GFD may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or GFD may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of GFD, or that otherwise relates to GFD, or the GFD business; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which GFD is a party or by which GFD is bound; or (vi), result in the imposition or creation of any Lien on GFD, or the GFD business.
3.4.2 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither Seller nor GFD are required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of the GFD business, either before or after Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to GFD that is required in connection with the consummation of the Contempl...
No Violation or Approval. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, by the Corporation or any Stockholder will not result in a breach or violation of, or a default under, the Certificate of Incorporation of the Corporation, any statute applicable to the Corporation or any agreement to which the Corporation is a party or by which the Corporation or any of the Acquired Assets are bound, any fiduciary duty or any order, judgment, decree, rule or regulation of any court having jurisdiction over the Corporation or the Acquired Assets. No consent, approval, order or authorization of, or negotiation, declaration or filing with, any Federal, state or municipal authority or other Person is required of the Corporation in connection with the execution, delivery, and performance of this Agreement or the consummation of any of the transactions contemplated hereby or thereby, by the Corporation.
No Violation or Approval. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it will be a party and the consummation of the transactions contemplated hereby and thereby will not result in a breach or violation of, or a default under, (i) the Seller’s Certificate of Incorporation, bylaws, any shareholder agreements or (ii) any statute applicable to it, any agreement to which it is a party or by which it or any of its properties are bound, or (iii) any order, judgment, decree, rule, or regulation of any court or any governmental agency or body having jurisdiction over it or its properties, except in the case of each of clauses (ii) and (iii), such as would not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect on any of (A) the business, properties, assets, operations, results of operations or financial condition of Seller, taken as a whole, or (B) the authority or ability of Seller to perform its obligations under this Agreement (a “Seller Material Adverse Effect”). Other than filings to be made on or after the Closing Date in connection with the Closing, no consent, approval, order, or authorization of, or declaration or filing with, any governmental authority is required of, and has not been obtained or made by, the Seller in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby, except where the failure to obtain such consent, approval, order, authorization or to make such declaration or filing would not have a Seller Material Adverse Effect.
No Violation or Approval. The execution, delivery and performance by GCI of each of the Transaction Agreements to which it is a party and the consummation of the transactions contemplated thereby does not and will not result in (a) a violation of any law, rule or regulation, order, judgment or decree applicable to GCI or any order, judgment or decree of any court or any governmental agency or body having jurisdiction over GCI or its properties or assets, (b) a breach or a default under (whether immediately, upon the passage of time or after giving notice), or the acceleration of any payment under any material agreement, instrument, lease, contract, mortgage, or license to which GCI is a party or by which it or any of its properties or assets is bound, or (c) a violation of or a conflict with its charter or bylaws. No consent, approval, order or authorization of, or declaration or filing with, any governmental authority or entity or other party is required to be, and has not been, obtained or made by GCI in connection with the execution, delivery and performance of or the consummation of the transactions contemplated by any of the Transaction Agreements.
No Violation or Approval. Except as set forth in Schedule 4.3, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the breach or violation of, or a default under the Charter or Bylaws of Buyer, or any statute applicable to Buyer or any material agreement to which Buyer is a party or by which any of its properties are bound, any fiduciary duty or any order, judgment, decree, rule or regulation of any court or any Government Authority or body having jurisdiction over Buyer or its properties, except where such failure would result in any change in or effect on the business of Buyer, which has a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or negotiation, declaration or filing with, any Governmental Authority or entity or other party is required of, and has not been obtained or made by Buyer in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby.
No Violation or Approval. The execution, delivery and performance by the Buyer of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not result in a breach or violation of, or a default under, its certificate of incorporation or by-laws, any statute applicable to it, any agreement to which it is a party or by which it or any of its properties are bound, any fiduciary duty of, or any order, judgment, decree, rule or regulation of any court or any governmental agency or body having jurisdiction over, it or its properties. Except for filings under the HSR Act, no consent, approval, order or authorization of, or negotiation, declaration or filing with, any governmental authority or other entity is required of, and has not been obtained or made by, the Buyer in connection with the execution and delivery by the Buyer of this Agreement and the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby.
No Violation or Approval. (a) Except as set forth on §3.4 of the Buyer Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the breach or violation of, or a default under the Charter or Bylaws of any of the Carbonics Entities, or any statute applicable to the Carbonics Entities or any material agreement to which the Carbonics Entities are a party or by which any of its properties are bound, any fiduciary duty or any order, judgment, decree, rule or regulation of any court or any Government Authority or body having jurisdiction over the Carbonics Entities or its properties, except where such failure would not have a Material Adverse Effect. Except as set forth in §3.4 of the Buyer’s Disclosure Schedule, no consent, approval, order or authorization of, or negotiation, declaration or filing with, any Governmental Authority or entity or other party is required of, and has not been obtained or made by any of the Carbonics Entities in connection with the execution and delivery of this Agreement or the consummation of any of the transaction contemplated hereby, except where such failure would not have a Material Adverse Effect.
(b) There is no Action pending against, affecting or, to the knowledge of the Directors or Officers, threatened against any of the Carbonics Entities or any of their respective properties before any court or arbitrator or any governmental body, agent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement or would materially adversely effect the Carbonics Entities’ ability to consummate the transactions contemplated hereby.
No Violation or Approval. The execution, delivery and performance by Seller of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements do not and will not constitute or result in (i) a violation of any order, judgment or decree of any court or governmental agency or body having jurisdiction over Seller, the Company or any of the Business Assets, or (ii) except as disclosed on Schedule 3.2.2, a breach of or default under, or the acceleration of any obligation or creation of any Encumbrance under (whether immediately, upon the passage of time or after the giving of notice), or otherwise require a consent or waiver under, any agreement, instrument, lease, contract, mortgage, deed or license to which Seller or the Company is a party or by which Seller or the Company or any of their assets are bound or affected or (iii) a violation of or a conflict with the charter or bylaws of the Company. Except as disclosed on Schedule 3.2.2, no notice to, or consent, approval, order or authorization of, or declaration or filing with, any governmental authority or entity or other Person is required to be obtained or made by Seller or the Company in connection with the execution, delivery and performance of or the consummation of the transactions contemplated by any of the Transaction Agreements.
No Violation or Approval. The execution, delivery and performance by AKD, Parent and the AKD Members of the Transaction Agreements to which they are parties and the consummation of the transactions contemplated by the Transaction Agreements do not and will not constitute or result in (a) a violation of any order, judgment or decree of any court or governmental agency or body having jurisdiction over any entity in the AKD Group, Parent, any AKD Member, or any of the AKD Business Assets, or (b) a breach of or default under, or the acceleration of any obligation or creation of any Encumbrance under (whether immediately, upon the passage of time or after the giving of notice), or otherwise require a consent or waiver under, any agreement, instrument, lease, contract, mortgage, deed or license to which any entity in the AKD Group, Parent or any AKD Member is a party or by which any entity in the AKD Group, Parent or any AKD Member or any of their assets are bound or affected or (c) a violation of or a conflict with the articles of organization or operating agreement of any entity in the AKD Group, Parent or any AKD Member. Except as described on Schedule 3.2.2, no notice to, or consent, approval, order or authorization of, or declaration or filing with, any governmental authority or entity or other Person is required to be obtained or made by any entity in the AKD Group, Parent or any AKD Member in connection with the execution, delivery and performance of or the consummation of the transactions contemplated by any of the Transaction Agreements.
No Violation or Approval. The execution, delivery and performance by each Denali Member of the Transaction Agreements to which such Denali Member is a party and the consummation of the transactions contemplated by the Transaction Agreements do not and will not constitute or result in (a) a violation of any order, judgment or decree of any court or governmental agency or body having jurisdiction over Denali, any Denali Member, or any of their respective assets, or (b) a breach of or default under, or the acceleration of any obligation or creation of any Encumbrance under (whether immediately, upon the passage of time or after the giving of notice), or otherwise require a consent or waiver under, any agreement, instrument, lease, contract, mortgage, deed or license to which Denali or any Denali Member is a party or by which Denali or any Denali Member or any of their assets are bound or affected or (c) a violation of or a conflict with the articles of organization or operating agreement of Denali. Except as described on Schedule 4.2.2, no notice to, or consent, approval, order or authorization of, or declaration or filing with, any governmental authority or entity or other Person is required to be obtained or made by Denali or any Denali Member in connection with the execution, delivery and performance of or the consummation of the transactions contemplated by any of the Transaction Agreements.