No Violation or Conflict; Consents. Neither the execution and delivery by Seller, Supplier, Marcas Modelo or ABI of this Agreement or any of the other Transaction Documents to which Seller, Supplier, Marcas Modelo or ABI is or will be a party as of the Closing, as applicable, nor the performance by Seller, Supplier, Marcas Modelo or ABI of their respective obligations hereunder and thereunder, as applicable, nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without notice or lapse of time, or both):
(a) violate, contravene, conflict with or breach any term or provision of the Organizational Documents of Seller, Supplier, Marcas Modelo or ABI;
(b) except as may be provided in the Organizational Documents of Importer, violate, contravene, conflict with, breach, constitute a default under, require any notice under, or give any Person the right to cancel, modify or terminate, or accelerate the maturity or performance of, any Contract to which Seller, Supplier, Marcas Modelo or ABI is a party or by which any of their respective assets is bound; or
(c) violate, contravene or conflict with any of the terms, conditions or requirements of, or, except as may be required by the Alcoholic Beverage Authorities, require any notice to or filing with any Governmental Authority under, any Permit, Law or Order applicable to Seller, Supplier, Marcas Modelo or ABI or any of their respective assets; other than, in the case of clauses (b) and (c), such violations, contraventions, conflicts, breaches, defaults, notices, cancellations, modifications, terminations, accelerations or rights that would not materially and adversely affect ABI’s ability to execute and deliver, or perform its obligations under, this Agreement and the other Transaction Documents to which it is a party or will be a party or give rise to a Lien on the Importer Interest (other than Permitted Liens).
No Violation or Conflict; Consents. Neither the execution and delivery by the Buyers or CBI of this Agreement or any of the other Transaction Documents to which the Buyers or CBI is a party, as applicable, nor the performance by the Buyers or CBI of its obligations hereunder and thereunder, as applicable, nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without notice or lapse of time or both):
(a) violate, contravene, conflict with or breach any term or provision of the Organizational Documents of the Buyers or CBI;
(b) violate, contravene, conflict with, breach, constitute a default under, require any notice under, or give any Person the right to cancel, modify or terminate, or accelerate the maturity or performance of, any Contract to which the Buyers or CBI is a party or by which any of its assets is bound; or
(c) violate, contravene or conflict with any of the terms, conditions or requirements of, or require any notice to or filing with any Governmental Authority or other Person under, any Permit, Law or Order applicable to the Buyers or CBI or any of their respective assets; other than, in the case of clauses (b) and (c), such violations, contraventions, conflicts, breaches or rights that would not materially and adversely affect the Buyers’ or CBI’s ability to execute and deliver or perform its obligations under this Agreement and the other Transaction Documents to which it is a party or will be a party.
No Violation or Conflict; Consents. Neither the execution and delivery by the Buyer of this Agreement or any of the other Transaction Documents to which it is a party, nor the performance by the Buyer of its obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without notice or lapse of time or both):
(i) violate, contravene, conflict with or Breach any term or provision of the Organizational Documents of the Buyer or any resolution or vote adopted by the manager of the Buyer;
(ii) violate, contravene or conflict with any of the terms, conditions or requirements of, or require any notice to or filing with any Governmental Authority or other Person under, any Permit, Law or Order applicable to the Buyer or any of its assets or properties;
(iii) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, modify, or terminate any Permit held by the Buyer; or
(iv) require any Permit or other Consent of, or filing with or notification to, any Governmental Authority or other Person.
No Violation or Conflict; Consents. (a) Except as set forth in Schedule 4.3(a) and assuming the Indebtedness set forth in subsection (x) of Schedule 4.7 is repaid at Closing in accordance with Section 2.2(b)(ii), the execution, delivery and performance by the Company of this Agreement and all of the other documents and instruments contemplated hereby to which the Company is party do not and will not:
(i) breach or violate the organizational documents of the Company or its Subsidiary;
(ii) violate, conflict with or result in a breach of or default under, any provision of, or constitute an event that, after notice or lapse of time or both, would result in a violation of, conflict with, breach of or default under, or accelerate the performance required under, any Contract to which the Company or its Subsidiary is a party or by which either the Company’s or its Subsidiary’s assets are bound or imposition of any Liens, with or without notice or lapse of time or both, on any properties or assets owned or used by the Company or its Subsidiary; or
(iii) violate, conflict with or result in a breach of or default under any provision of or constitute an event that, after notice or lapse of time or both, would result in a violation of, conflict with, breach of or default under any applicable Law, judgment, order or decree binding upon or applicable to the Company or its Subsidiary.
(b) Except as set forth in Schedule 4.3(b), no notice to, filing or registration with, or authorization, consent or approval of, any Governmental Authority or any other Person is necessary or is required to be made or obtained by the Company or its Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
No Violation or Conflict; Consents. Neither the execution, delivery or performance by such Seller of this Agreement and the other Seller Transaction Documents, nor the consummation of the Transaction (with or without the passage of time or the giving of notice, or both) will:
2.2.1 contravene, conflict with or result in a violation or breach of (a) to the extent applicable, the organizational documents of such Seller or (b) any (i) Judgments or (ii) Laws, in each case, binding upon or applicable to such Seller or any of its respective Affiliates or by which it or any of its respective properties or assets are bound;
2.2.2 contravene, conflict with, result in a violation or breach of, constitute a default under, or give a right to terminate, any material Contract or Permit to which such Seller is a party or by which it or any of its respective properties or assets are bound;
2.2.3 result in the creation or imposition of any Lien upon any of the assets of such Seller, other than Permitted Liens;
2.2.4 cause a material adverse modification of any Governmental Authorization used or held by each Seller or any of its respective Affiliates; or
2.2.5 require any consent, approval, order, authorization or permit of, or registration, declaration or filing with or notification to, any Governmental Authority. except, in each case, where failure of any of the above would not, individually or in the aggregate, reasonably be expected to prevent, or materially impair or delay, the ability of the applicable Seller to consummate the Transaction.
No Violation or Conflict; Consents. (a) Subject to obtaining the consents and making the filings referred to in Section 5.3(b), the execution, delivery and performance by SXCP of this Agreement and all of the other documents and instruments contemplated hereby to be delivered by SXCP and the consummation by SXCP of the transactions contemplated herein and therein do not and will not (i) conflict with, violate or breach any Laws, judgment, order or decree binding on SXCP, or (ii) violate the certificate of formation, operating agreement or other organizational document of SXCP.
(b) Except (i) for such filings and consents as may be required pursuant to the HSR Act and (ii) for any Required Consents, no consent of any other Person, and no notice to, filing or registration with, or authorization, consent or approval of, any Governmental Authority, is necessary or is required to be made or obtained by SXCP in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than consents, notices, filings, registrations, authorizations or approvals the failure of which to obtain or make would not, individually or in the aggregate be reasonably likely to prevent, delay or materially adversely affect the transactions contemplated hereby provided, further that the foregoing shall not apply to any requirement of the Operating Company and the SXCP to obtain any consent, authorization or approval of the applicable Governmental Authority to transfer Permits.
No Violation or Conflict; Consents. The execution, delivery and performance by Progress Energy and Progress Fuels of this Agreement and all of the other documents and instruments contemplated hereby and the consummation of the transactions contemplated herein do not and will not conflict with, violate or breach any Laws, judgment, order or decree binding on Progress Energy or Progress Fuels or their respective properties, or the articles of incorporation or bylaws of Progress Energy or Progress Fuels. Except for such filings and consents as may be required pursuant to the HSR Act or any Other Antitrust Regulations, all of which will have been made or obtained, as the case may be, prior to the Closing, no consent of any other Person, and no notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or self-regulatory agency is necessary or is required to be made or obtained by Progress Energy or Progress Fuels in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
No Violation or Conflict; Consents. The execution, delivery and performance by each of Holdings and the Merger Subs of this Agreement and all of the other documents and instruments contemplated hereby and the consummation of the transactions contemplated herein do not and will not conflict with, violate or breach any Laws, judgment, order or decree binding on Holdings or the Merger Subs, as the case may be, or the respective articles of incorporation or bylaws of each of Holdings and the Merger Subs. Except for such filings and consents as may be required pursuant to the HSR Act or any Other Antitrust Regulations, all of which will have been made or obtained, as the case may be, prior to the Closing, no consent of any other Person, and no notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or self-regulatory agency is necessary or is required to be made or obtained by Holdings or the Merger Subs, as the case may be, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
No Violation or Conflict; Consents. The execution, delivery and performance of this Agreement and all of the other documents and instruments contemplated hereby to which each Buyer Party is a party do not and will not (a) conflict with, violate or breach any Laws, judgment, order or decree binding on any Buyer Party or on any Direct Purchaser, its respective articles of incorporation, bylaws or other governing instruments, as the case may be, of such Buyer Party, or any material contract to which it is a party or by which it is bound, or (b) give any other party to any material contract to which any Buyer Party or any Direct Purchaser is a party or by which it is bound any right of termination, cancellation, acceleration or modification thereunder. Except for (i) the Required Consents and (ii) such filings and consents as may be required pursuant to federal securities laws and the HSR Act, as the case may be and if any, prior to the Closing, no consent of any other person, and no notice to, filing or registration with, or authorization, consent or approval of, any Governmental Authority is necessary or is required to be made or obtained by any Buyer Party or any Direct Purchaser in connection with the execution, delivery or performance of this Agreement by any Buyer Party or the consummation of the transactions contemplated hereby.
No Violation or Conflict; Consents. (a) The execution, delivery and performance by him or her of this Agreement and all of the other documents and instruments contemplated hereby to which he or she is party do not and will not (assuming the Indebtedness set forth in subsection (x) of Schedule 4.7(a) is repaid at Closing in accordance with Section 2.2(b)(ii)):
(i) violate, conflict with or result in a breach of or default under, any provision of, or constitute an event that, after notice or lapse of time or both, would result in a violation of, conflict with, breach of or default under, or accelerate the performance required under, any Contract to which he or she is a party or by which any of his or her assets are bound or imposition of any Liens, with or without notice or lapse of time or both, on any of the Purchased Shares owned of record by him or her or, to his or her actual knowledge, after reasonable inquiry, any properties or assets owned or used by the Company or its Subsidiary; or
(ii) violate, conflict with or result in a breach of or default under any provision of or constitute an event that, after notice or lapse of time or both, would result in a violation of, conflict with, breach of or default under any applicable Law, judgment, order or decree binding upon or applicable to him or her.
(b) No notice to, filing or registration with, or authorization, consent or approval of, any Governmental Authority or any other Person is necessary or is required to be made or obtained by him or her in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
