No Violations and Consents. (a) Except as set forth on Schedule 3.3(a) of the Disclosure Schedules, neither the execution, delivery and performance of this Agreement, the Ancillary Agreements or any other agreement delivered in connection herewith by any Seller, nor the consummation of the Acquisition by Sellers or any other transaction contemplated by this Agreement or any other agreement delivered in connection herewith by any Seller, does or will, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in a breach of, or constitute a default under, the formation or governing documents of any Seller, any Law or Order, or any Permit or Transferred Contract, to which any Seller is a party or by which any Seller or any of the Purchased Assets are subject or bound; (ii) result in the creation of any Lien or other adverse interest upon any of the Purchased Assets; (iii) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, or refuse to perform, any Transferred Contract to which any Seller is a party; or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received, under any Transferred Contract to which any Seller is a party.
(b) Except as set forth in Schedule 3.3(b) of the Disclosure Schedules, no consent, authorization or approval of, filing or registration with or giving of notice to, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by Sellers of this Agreement, the Ancillary Agreements or of any other agreement delivered in connection herewith by Sellers or in connection with the consummation of the Acquisition.
No Violations and Consents. (a) None of the execution, delivery or performance of this Agreement by any WPC Entity or the consummation by a WPC Entity of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of the Organizational Documents of any such Person, (ii) conflict with or violate any Law applicable to any such Person, or any of its properties or assets, or (iii) require any consent, notice or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration, modification, cancellation, purchase or sale of, or result in the triggering of any payment or in the creation of a lien upon any of the respective properties or assets (including rights) of any such Person pursuant to, any Contract to which any such Person is a party (or by which any of their respective properties or assets (including rights) are bound), except, with respect to clauses (ii) and (iii) of this Section 6.3(a), as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of the WPC Entities to consummate the transactions contemplated hereby.
(b) None of the execution, delivery or performance of this Agreement by the WPC Entities or the consummation by the WPC Entities of the transactions contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Authority with respect to any such Person or any of its respective properties or assets, other than where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Authority would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of the WPC Entities to consummate the transactions contemplated hereunder.
No Violations and Consents. (a) None of the execution, delivery or performance of this Agreement by Blocker Seller, Blocker GP and Blocker or the consummation by Blocker Seller, Blocker GP and Blocker of the Transactions contemplated by this Agreement will: (i) conflict with or violate any provision of the charter, bylaws or any equivalent Organizational Document or governing documents of Blocker Seller, Blocker GP or Blocker; (ii) assuming that all consents, approvals and authorizations described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Blocker Seller, Blocker GP or Blocker or any of their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration, cancellation, purchase or sale of, or result in the triggering of any payment or in the creation of a Lien (other than Permitted Liens) upon any of the properties or assets of Blocker or its assets pursuant to, any Contract to which Blocker, Blocker GP or Blocker Seller is a party (or by which any of its properties or assets is bound) or any Permit held by it except, with respect to clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Blocker to consummate the Blocker Sale.
(b) None of the execution, delivery or performance of this Agreement by Blocker, Blocker GP or Blocker Seller or the consummation by Blocker, Blocker GP or Blocker Seller of the Transactions contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Authority, other than (i) such filings as may be required in connection with the payment of any transfer and gain Taxes, (ii) compliance with, and such filings, consents, approvals, authorizations and/or registrations as set forth on Section 4.5(b) of the Disclosure Letter and (iii) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notification...
No Violations and Consents. Neither the execution, delivery or performance of this Agreement, the Ancillary Agreements or any other agreement delivered in connection herewith by Purchaser, nor the consummation of the Acquisition, the issuance of the Promissory Note or any other transaction contemplated by this Agreement or any other agreement delivered in connection herewith by Purchaser, does or will, after the giving of notice, the lapse of time or otherwise, conflict with, result in a breach of or constitute a default under Purchaser’s formation or governing document, any Law or Order, or any Contract to which Purchaser is a party or by which Purchaser is subject or bound. No consent, authorization or approval of, filing or registration with or giving of notice to, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by Purchaser of this Agreement (including the issuance of the Promissory Note), the Ancillary Agreements or of any other agreement delivered in connection herewith by Purchaser or in connection with the consummation of the transactions contemplated hereby or by any other agreement delivered in connection herewith by Purchaser.
No Violations and Consents. Neither the execution, delivery or performance of this Agreement by such Shareholder of Seller or any other agreement delivered in connection herewith by such Shareholder of Seller, nor the consummation of the purchase of the Purchased Shares, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under any Law or Order, or any Contract to which a Shareholder of Seller is a party or by which it is subject or bound. No consent, authorization or approval of, filing or registration with or giving of notice to, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by such Shareholder of Seller of this Agreement.
No Violations and Consents. (a) Except as set forth in Section 7.6 of the Disclosure Schedule, neither the execution, delivery and performance of this Agreement by Sellers or Wxxxx Canada nor the consummation of the sale of the Purchased Assets, the Shares or any other transaction contemplated by this Agreement, does or will, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in a breach of, or constitute a default under, the articles of incorporation or by-laws or similar governing documents of Sellers or Wxxxx Canada, or any Law or Order, or any Contract set forth in Section 7.15(a) of the Disclosure Schedule to which Sellers or Wxxxx Canada are party or by which Sellers or Wxxxx Canada or any of the Purchased Assets or Shares are subject or bound; (ii) result in the creation of any Lien or other adverse interest upon any of the Purchased Assets or Shares; (iii) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, or refuse to perform, any Contract or plan to which Sellers or Wxxxx Canada are party; or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received, under any Contract to which Sellers or Wxxxx Canada are party.
(b) Except as set forth in Section 7.6 of the Disclosure Schedule, no consent, authorization or approval of, filing or registration with or giving of notice to, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by Sellers or Wxxxx Canada of this Agreement or the consummation of the transactions contemplated hereby.
No Violations and Consents. (a) Except as set forth in Section 8.03(a) of the Disclosure Schedule, neither the execution, delivery and performance of this Agreement by the Seller nor the consummation of the sale of the Purchased Assets or any other transaction contemplated by this Agreement, does or will, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in a breach of, or constitute a default under, the Certificate/Articles of Incorporation or By-laws of the Seller, any Law, any Permit or any Material Contract; (ii) result in the creation of any Lien upon any of the Purchased Assets; (iii) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, or refuse to perform, any Permit or any Material Contract; or
No Violations and Consents. (a) Except as set forth on Section 4.03(a) of the Disclosure Letter, the execution, delivery and performance of this Agreement and each Transaction Document by each Seller does not and will not, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in any violation of, or constitute a default under, (A) the organizational or governing documents of such Seller, or (B), any Law, any Material Contract or any Permit to which such Seller is a party; (ii) result in the creation of any Lien upon the Purchased Assets; or (iii) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, cancel or refuse to perform, any Material Contract to which such Seller is a party.
(b) Except as set forth on Section 4.03(b) of the Disclosure Letter, the execution and delivery by Sellers of this Agreement and each Transaction Document does not, and the performance by Sellers of their respective obligations hereunder and thereunder will not, require either Seller to obtain any consent, order, approval, authorization or other action of, or make any filing with or give any notice to, any Governmental Authority, except filings under the HSR Act.
No Violations and Consents. Neither the execution, delivery or performance of this Agreement by Purchaser or any other agreement delivered in connection herewith by Purchaser, nor the consummation of the purchase of the Purchased Assets or any other transaction contemplated by this Agreement or any other agreement delivered in connection herewith by Purchaser, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, Purchaser’s certificate of incorporation or bylaws, or any Law or Order, or any Contract to which Purchaser is a party or by which Purchaser is subject or bound. No consent, authorization or approval of, filing or registration with or giving of notice to, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by Purchaser of this Agreement or of any other agreement delivered in connection herewith by Purchaser or in
No Violations and Consents. (a) Except as set forth in Schedule 4.2, the execution, delivery and performance of each Transaction Document by Owner does not and shall not (i) conflict with, result in any violation of, or constitute a default under, any Law applicable to such Owner; (ii) result in the creation of any Lien upon any of Owner’s assets or equity; or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, Contract, lease, license, instrument, or other material arrangement to which Owner is a party or by which such Owner is bound or to which the assets of such Owner are subject.
(b) Except as set forth in Schedule 4.2, the execution, delivery and performance of each Transaction Document by Owner, or the consummation by Owner of the transactions contemplated therein, do not, and the performance by Owner of its obligations thereunder will not, require any consent, approval, order, or authorization of or from, or registration, notification, declaration, or filing with any Person, including without limitation, any Governmental Authority.
