No Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement or the Buyer Agreements nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Buyer, (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer or by which any of its properties or assets are bound or affected or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, any security interest, lien, charge or encumbrance on any of its assets or properties pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreement, lease, contract, or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected, except, in the case of (c) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which in the aggregate will not have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement and the Buyer Agreements. Except for applicable requirements, if any, of the HSR Act, which filings, waivers or consents have been made or obtained on or prior to the date hereof and will be made or obtained on or prior to the Closing Date, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Buyer in connection with the execution, delivery or performance of this Agreement or the Buyer agreements and the consummation of the transactions contemplated hereby or thereby. In accordance with the terms of the FTC Interim Agreement, Buyer is permitted to consummate the transactions contemplated hereby.
No Violations; No Consents or Approvals Required. (i) Neither the execution and delivery of this Agreement nor the transactions contemplated hereby will (a) conflict with or violate any provisions of the Articles of Incorporation or By-Laws of the Concessionaire, (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to the Concessionaire or by which any of the Concessionaire properties or assets are bound or affected or (c) conflict with or result in any breach or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, cancellation or acceleration of, or result in the creation of any lien, charge or encumbrance on any of its assets or properties to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, agreement or other instrument or obligation to which the Concessionaire is a party or by which the Concessionaire or any of its properties or assets is bound or affected.
(ii) No notice, declaration, report or other filing or registration with, and no waiver, approval or authorization of, any governmental or regulatory authority or instrumentality is required to be submitted, made or obtained by the Concessionaire in connection with the execution, delivery or performance of this Agreement by the Concessionaire and the consummation of the transactions contemplated hereby, other than those which have already been obtained and are in full force and effect.
No Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement or the Purchaser Agreements nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Purchaser, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, any security interest, lien, charge or encumbrance on any of its assets or properties pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreement, lease, material contract, or other material instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets is bound or affected, except, in the case of (ii) and (iii) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which in the aggregate will not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement and the Purchaser Agreements. No notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Purchaser in connection with the execution, delivery or performance of this Agreement or the Purchaser Agreements and the consummation of the transactions contemplated hereby or thereby.
No Violations; No Consents or Approvals Required. Neither the ------------------------------------------------ execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any provision of the certificate or articles of incorporation or by-laws of Buyer, (ii) conflict with or violate any Laws applicable to Buyer, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under any agreement or other instrument to which Buyer is a party. No notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or any other person or entity is required to be made or obtained by Buyer in connection with the execution, delivery and performance of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.
No Violations; No Consents or Approvals Required. Except as set forth in Schedule 2.04, neither the execution and delivery of this Agreement or the Seller Agreements nor the consummation of the transactions contemplated hereby or thereby will:
(a) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Seller;
(b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to the Business or by which any of the Purchased Assets are bound or affected; or
(c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge of encumbrance on any of the Purchased Assets pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, or other instrument or obligation to which Seller is a party except, in the case of (b) and (c) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which in the aggregate will not have a material adverse effect on the Business and, in the case of (c) above, such liens, charges or encumbrances permitted by Section 2.05 hereof. Except as set forth in Schedule 2.04, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Seller in connection with the execution, delivery or performance of this Agreement or the Seller Agreements and the consummation of the transactions contemplated hereby or thereby.
No Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any provision of the certificate or articles of incorporation or by-laws of Buyer, (ii) conflict with or violate in any respect material to the Buyer or its ability to consummate the transactions contemplated hereby any judgment, order or decree to which Buyer or any of its Affiliates is bound or any statute, law (including common law), rule, regulation or ordinance applicable to Buyer or (iii) result in a material violation or material breach of, or constitute a material default (or an event that with notice or lapse or time or both would constitute a material default) under any material Contract to which Buyer is a party or to which it is subject. No material consent, approval or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Buyer or any of its Affiliates in connection with the execution, delivery and performance of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby, other than (A) compliance with and filings under the HSR Act or any applicable foreign competition or antitrust law and (B) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the transactions contemplated by this Agreement and the agreements contemplated hereby.
No Violations; No Consents or Approvals Required. (i) Neither the execution and delivery of this Agreement nor the transactions contemplated hereby will (a) conflict with or violate any provision of the Charter, (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to MWSS or by which any of MWSS properties or assets are bound or affected or (c) conflict with or result in any breach or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, cancellation or acceleration of, or result in the creation of any lien, charge or encumbrance on any of its assets or properties pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, license, franchise, lease, contact, agreement or other instrument or provisions of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, agreement or other instrument or obligation to which MWSS is a party or by which MWSS or any of its properties or assets is bound or affected.
(ii) Except for the approval of the President of the Republic referred to in Section 4.1.2 above, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality is required to be submitted, made or obtained by MWSS in connection with the execution, delivery or performance of this Agreement by MWSS and the consummation of the transactions contemplated hereby.
No Violations; No Consents or Approvals Required. (i) Neither the execution and delivery of this Agreement nor the transactions contemplated hereby will (a) conflict with or violate any provisions of the Articles of Incorporation or By-Laws of the Concessionaire, (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to the Concessionaire or by which any of the Concessionaire properties or assets are bound or affected or (c) conflict with or result in any breach or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, cancellation or acceleration of, or result in the creation of any lien, charge or encumbrance on any of its assets or properties to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, agreement or other instrument or obligation to which the Concessionaire is a party or by which the Concessionaire or any of its properties or assets is bound or affected.
No Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or violate any provision of the certificate or articles of incorporation or bylaws of Buyer or Real Property Buyer, (b) conflict with or violate any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer or Real Property Buyer, or (c) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse or time or both would constitute a default) under any agreement or other instrument to which Buyer or Real Property Buyer is a party. No notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any Governmental Entity or any other person is required to be made or obtained by Buyer or Real Property Buyer in connection with the execution, delivery and performance of this Agreement by Buyer and Real Property Buyer or the consummation by Buyer or Real Property Buyer of the transactions contemplated hereby.
No Violations; No Consents or Approvals Required. Except as set forth on Transferee Disclosure Schedule 4.3, the execution, delivery and performance by each Transferee Party of this Agreement and the Transferee Ancillary Documents to which it is a party does not, and consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provisions of the Transferee Party Organizational Documents; (b) violate, conflict with or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, any of the terms, conditions or provisions of any material Contract, or other instrument or obligation, to which any Transferee Party is a party or by which any Transferee Party or any material portion of its respective assets is bound; or (c) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate any applicable Law binding upon any Transferee Party or by which it or any material portion of its assets are bound, except, with respect to clauses (b) and (c), such violations, conflicts, breaches or defaults as would not materially impair the ability of any Transferee Party to perform its obligations under this Agreement and the Transferee Ancillary Documents to which it is a party. No Consent of any Governmental Entity or any other person is required for Transferee in connection with the execution, delivery and performance of this Agreement and the other Ancillary Documents to which it is a party or the consummation of the transactions contemplated hereby and thereby, except for (i) requirements under the HSR Act, (ii) Post-Closing Consents, and (iii) such other Consents, the failure of which to obtain would not materially impair the ability of the applicable Transferee Party to perform its obligations under this Agreement and the other Ancillary Documents to which it is or will be a party. Transferee has obtained commitment letters from nationally recognized financing sources (whose identity has been previously disclosed to the Alon Parties) that provide for lending facilities in an amount up to $245,000,000 which facilities are sufficient to provide the financing necessary for the transactions contemplated by this Agreement including, if necessary, the refinancing of Transferee’s existing credit facility.
