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.
Appears in 1 contract
No Violation or Conflict; Consents. (a) Except as set forth in Schedule 4.3(a) and assuming the Indebtedness set forth in subsection (xon Section 4.02(a) of Schedule 4.7 is repaid at Closing in accordance with Section 2.2(b)(ii)the Disclosure Schedules, the execution, delivery and performance by the Company Seller of this Agreement and all the Ancillary Documents to which it is a party, and the consummation of the other documents and instruments transactions contemplated hereby to which the Company is party and thereby, do not and will not:
: (ia) breach or violate the organizational documents of the Company or its Subsidiary;
(ii) violate, conflict with or result in a violation or breach of of, or default under, any provision ofof the articles of incorporation, articles of organization, bylaws, operating agreement or constitute an event that, after notice other organizational documents of Seller; (b) conflict with or lapse of time or both, would result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any of the Purchased Assets; (c) require the consent of, notice to, or other action by or with respect to any Person under, conflict with, result in a violation or breach of of, constitute a default 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 Liensan event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Assigned Contract or any Permit included in the Purchased Assets; or (d) result in the creation or imposition of any Encumbrance on any properties or assets owned or used by of 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) Purchased Assets. Except as set forth in Schedule 4.3(b)on Section 4.02(b) of the Disclosure Schedules, no notice to, filing or registration with, or authorization, consent or approval 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 Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Documents and the consummation of the transactions contemplated herebyhereby and thereby.
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Samples: Asset Purchase Agreement (Bellicum Pharmaceuticals, Inc)
No Violation or Conflict; Consents. (a) Except as set forth in Schedule 4.3(a) Neither the execution and assuming delivery by the Indebtedness set forth in subsection (x) Seller of Schedule 4.7 this Agreement or any of the other Transaction Documents to which the Seller is repaid at Closing in accordance with Section 2.2(b)(ii)a party, nor the execution, delivery and performance by the Company Seller of this Agreement its obligations hereunder and all of under the other documents and instruments contemplated hereby Transaction Documents to which the Company Seller is party do not a Party, nor the consummation of the transactions contemplated hereby and will not:thereby, will, directly or indirectly (with or without notice or lapse of time, or both):
(i) breach violate, contravene, conflict with or violate the organizational documents Breach any term or provision of the Company Organizational Documents of the Seller, any Target Company, or its SubsidiaryHolding Company;
(ii) Except as reasonably acceptable to the Buyer, violate, contravene, conflict with, Breach, constitute (with or result in a breach of or default under, any provision of, or constitute an event that, after without due notice or lapse of time or both, would result in ) a violation of, conflict with, breach of or default under, require any notice under, or give any Person the right to cancel, modify or terminate, or accelerate the maturity or performance required underof, any instrument or obligation or other Contract or Consent or Permit to which the Seller, any Target Company or its Subsidiary Holding Company is a party or by which either the Company’s or any of 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; oris bound;
(iii) violate, contravene or conflict with any of the terms, conditions 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 requirements of, conflict withor require any notice to or filing with any Governmental Authority or other Person under, breach of any Permit, Law or default under any applicable Law, judgment, order or decree binding upon or Order applicable to the Seller, any Target Company or its SubsidiaryHolding Company or any of their respective assets; or
(iv) require any notice to or filing with, or the obtaining of any Permit, from , any Governmental Authority.
(b) Except as set forth in Schedule 4.3(b)At the applicable Closing, no notice to, filing the Seller has obtained or registration with, or authorization, consent or approval ofcaused to be obtained, any Governmental Authority or any other Person is necessary or is Consents required to be made or obtained effectuate the Closing, except as otherwise waived by the Company or its Subsidiary in connection with Buyer under the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyapplicable Project SPA.
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Samples: Equity Interest Purchase and Sale Agreement (Terraform Global, Inc.)
No Violation or Conflict; Consents. (a) Except as set forth in on 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)(ii3.3(a), the execution, delivery and performance by the Company each Seller of this Agreement and all of the other documents and instruments contemplated hereby to which the Company such Seller is party do not and will not:
(i) breach or violate the organizational documents of the Company or its Subsidiaryeither Seller;
(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 either Seller is a party or by which either the Company’s or its SubsidiarySeller’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 Subsidiaryeither Seller; 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 Subsidiaryeither Seller.
(b) Except as set forth in on Schedule 4.3(b3.3(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 either Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including but not limited to notices, filings, registrations, authorizations, consents or approvals with respect to Permits, Material Contracts, Construction Contracts, Construction Bids and Performance Bonds.
Appears in 1 contract
Samples: Asset Purchase Agreement (Armada Hoffler Properties, Inc.)