No Violations or Consents. (a) Neither the execution and delivery of this Agreement by the Partnership nor the consummation by the Partnership of the transactions contemplated hereby will (i) violate any provision of the Certificate of Limited Partnership or the Limited Partnership Agreement, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which the Partnership is a party or by which any of its assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Partnership.
No Violations or Consents. (a) Neither the execution and delivery of this Agreement by PDC or LLC nor the consummation by PDC or LLC of the transactions contemplated hereby will (i) violate any provision of PDC’s Second Amended and Restated Certificate of Incorporation or Bylaws, as amended and restated, or LLC’s Certificate of Formation or LLC Agreement, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which PDC or LLC is a party or by which any of its assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to PDC or LLC.
No Violations or Consents. (i) Neither the execution and delivery of this Agreement by the Partnership nor the consummation by the Partnership of the transactions contemplated hereby will (A) violate any provision of the Partnership’s certificate of limited partnership or the agreement of limited partnership of the Partnership (as amended, modified or supplemented, the “Partnership Agreement”), (B) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which the Partnership is a party or by which any of its assets may be bound or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Partnership which would have a material adverse effect on the financial condition of the Partnership or the ability of the Partnership to consummate the transactions contemplated thereby.
No Violations or Consents. (i) Neither the execution and delivery of this Agreement by SWR nor the consummation by SWR of the transactions contemplated hereby will (A) violate any provision of the certificate of incorporation or bylaws of SWR, (B) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which SWR is a party or by which any of its assets may be bound or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to SWR.
No Violations or Consents. Except as set forth on Schedule 5.18, the execution of this Agreement and the performance by the Company and the Stockholders of their obligations hereunder and the consummation by the Company and the Stockholders of the transactions contemplated hereby will not (i) result in any violation or breach of, or constitute a default under, any of the terms or provisions of the Charter Documents or (ii) require the consent, approval, waiver of any filing with or notice to, any other Person (other than (a) in connection with or in compliance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Communications Act of 1934, as amended (the "Telecommunications Act") or the "blue sky" or "public utility" laws of various states, and (b) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iii) violate, conflict with or result in a breach of or the acceleration of any obligation under, or constitute a default (or an event which with notice or the lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of any Stockholder pursuant to any provision of any contract to which any Stockholder is bound, lien, order, judgment or decree to which such party is subject or by which any Stockholder or any of his property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance or regulation applicable to any Stockholder or by which any property or asset of any Stockholder is bound or affected. No Company is in violation of any Charter Document.
No Violations or Consents. Except as set forth on SCHEDULE 5.5, the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby will not (i) violate or conflict with any provision of any charter or by-laws of the Company or any Subsidiary, (ii) require the consent, waiver, approval, license or authorization of or any filing by the Company or any Subsidiary with any third party or public authority (other than (a) the filing of a premerger notification report under the HSR Act, (b) in connection with or in compliance with the provisions of the Exchange Act, the Securities Act, the General Corporation Law, the Communications Act or the "takeover" or "blue sky" or "public utility" laws of various states, and (c) and any other filings and approvals expressly contemplated by this Agreement, including, without limitation, those with the BCSC and the VSE), (iii) violate, conflict with or result in a breach of or the acceleration of any obligation under, or constitute a default (or an event which with notice or the lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to any provision of any indenture, mortgage, lien, lease, agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject or by which the Company or any Subsidiary or any of their property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance, regulation or decree applicable to the Company or any Subsidiary or by which any property or asset of either of them is bound or affected except, in each of the instances set forth in items (i) through (iv) above, where failure to give such notice, make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, would not have a Company Material Adverse Effect.
No Violations or Consents. The execution, delivery and performance of the Buyer's Documents by Buyer will not (with or without the giving of notice or the passage of time or both) (i) violate any applicable provision of law or any rule or regulation of any federal, state or local Governmental Authority applicable to Buyer, or any order, writ, injunction, judgment or decree of any court, administrative agency or other Governmental Authority applicable to Buyer, (ii) violate Buyer's Certificate of Incorporation or Bylaws, as each is amended to the Closing Date, (iii) require any consent under, conflict with or constitute a breach or default under any agreement, indenture, mortgage, deed of trust, lease, license or other instrument to which Buyer is a party or by which it or any Purchased Asset is bound, or any license, permit or certificate held by Buyer, or (iv) require any consent of, approval by, notice to or registration with any Governmental Authority.
No Violations or Consents. Except as set forth on Schedule 5.3, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated 11 12 hereby will not (i) violate, conflict with or result in a breach of or the acceleration of any obligation under, or constitute a default (or an event which with notice or the lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of such Stockholder pursuant to any provision of any contract to which such Stockholder is bound, lien, order, judgment or decree to which such party is subject or by which such Stockholder or any of his property or assets is bound, or (ii) violate or conflict with any law, rule, regulation, permit, ordinance or regulation applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected. 5.4 Rule 501. Such Stockholder is an "accredited investor" within the meaning of Rule 501 of the Securities Act. In connection with the Merger, each such Stockholder is acquiring shares of Acquiror Common Stock for investment for his own account, not as a nominee or agent and not with a view towards the resale or other distribution of any part thereof, and such Stockholder has no present intention of selling, granting any participation in, or otherwise distributing such shares of Acquiror Common Stock. 5.5
No Violations or Consents. The execution, delivery and performance of this Agreement and the consummation by Contributor of the transactions contemplated hereby will not (a) violate any law or any order of any court or governmental authority with proper jurisdiction binding against Seller or its assets or the Company; (b) result in a breach or default under any contract or other binding commitment of Seller or the Company or any provision of the organizational documents of Seller or the Company; or (c) require any consent or approval or vote that has not been taken or given, or as of the Closing Date, shall not have been taken or given.
No Violations or Consents. The execution, delivery and performance of this Agreement by STAR and the consummation thereby of the transactions contemplated hereby, will not (a) violate or conflict with any provision of the Certificate of Incorporation or By-Laws of STAR or any agreement or instrument to which STAR or any of its property is subject, (b) require the consent, waiver, approval, license or authorization of or any filing by STAR with any Person or governmental authority, other than the rules and regulations of the National Association of Securities Dealers, Inc. in order to have the STAR Shares approved for quotation on the Nasdaq National Market, and (c) violate or conflict with any law, rule, order, writ, judgment, injunction, award, determination, regulation, permit, ordinance or decree applicable to STAR. 4.6
