No Violations; Required Consents. The execution, delivery and performance by Sellers and Company of this Agreement and the Ancillary Agreements and the consummation by Sellers and Company of the transactions contemplated hereby and thereby do not and will not (a) conflict with, violate or result in a breach of, constitute a default under, give rise to a right of acceleration, termination or cancellation of any obligation or result in the acceleration of or the creation of any Lien (with or without the giving of notice or the lapse of time) under, any provision of any of Company Governance Documents or (b) conflict with, violate, result in any breach of, constitute a default under, give rise to a right of acceleration, termination or cancellation of any obligation, or result in the acceleration of or the creation of any Lien (with or without the giving of notice or the lapse of time) under (x) any provision of any Contract to which Company is a party or by which it is bound or to which Company or any of its assets or properties are subject or are the beneficiary or (y) Law to which Company or any of its assets or properties are subject. Except as set forth on Schedule 3.2 hereto, no notices, reports or other filings are required to be made by Company with, and no consents, approvals or other authorizations are required to be obtained by Company from, any Governmental Authority or other person in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby.
No Violations; Required Consents. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by Buyer and Acquisition Co. do not and will not (a) conflict with, violate or result in a breach of, constitute a default under, give rise to a right of acceleration, termination or cancellation of any obligation or result in the acceleration of or the creation of any Lien (with or without the giving of notice or the lapse of time) under, any provision of the respective certificates of incorporation or by-laws of Buyer or Acquisition Co. or (b) conflict with, violate, result in any breach of, constitute a default under, give rise to a right of acceleration, termination or cancellation of any obligation, or result in the acceleration of or the creation of any Lien (with or without the giving of notice or the lapse of time) under (i) any provision of any Contract to which Buyer or Acquisition Co. is a party or by which it is bound or to which it or any of its assets or properties are subject; or (ii) Law to which it or any of its assets or properties are subject, in each case except as would not reasonably be expected to materially delay or prevent the performance by Buyer or Acquisition Co. of its obligations hereunder or thereunder. Except as required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), no notices, reports or other filings are required to be made by Buyer or Acquisition Co. with, and no consents, approvals or other authorizations are required to be obtained by Buyer or Acquisition Co. from, any Governmental Authority or other individual, entity or person in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby, in each case except as would not reasonably be expected to materially delay or prevent the performance by Buyer or Acquisition Co. of its obligations hereunder or thereunder.
No Violations; Required Consents. (a) The execution, delivery and performance of this Agreement, the ERA, the Additional Agreements and the Termination Agreements by CrossAmerica do not and will not constitute or result in (i) a breach or violation of the certificate or articles of incorporation or organization, by-laws, operating agreement, partnership agreement or other constituent charter documents of CrossAmerica or (ii) assuming receipt of the consents and approvals referred to in Section 5.2(b), a breach or violation of, a default under, the acceleration of or the creation of any Lien (with or without the giving of notice or the lapse of time) pursuant to, or any obligation, penalty or premium to arise or accrue under, any provision of any material Contract, agreement or instrument to which CrossAmerica is a party or by which CrossAmerica is bound or to which any of its Locations or assets are subject, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which CrossAmerica is subject.
No Violations; Required Consents. (a) The execution, delivery and performance of this Agreement and the ERA by Circle K (including its applicable subsidiaries) do not and will not constitute or result in (i) a breach or violation of the certificate or articles of incorporation or organization, by-laws, operating agreement, partnership agreement or other constituent charter documents of Circle K (or such subsidiary) or (ii) assuming receipt of the consents and approvals referred to in Section 4.2(b), a breach or violation of, a default under, the acceleration of or the creation of any lien, security interest, mortgage, pledge, claim or other similar encumbrance (collectively "Liens") (with or without the giving of notice or the lapse of time) pursuant to, or any obligation, penalty or premium to arise or accrue under, any provision of any Assumed Contract or any material contract, agreement or instrument to which Circle K (or such subsidiary) is a party or by which any of them is bound or to which any of their respective properties or assets are subject, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which Circle K (or such subsidiary) is subject.
No Violations; Required Consents. (a) The execution, delivery and performance of this Agreement and the ERA by Circle K (including its applicable subsidiaries) do not and will not constitute or result in (i) a breach or violation of the certificate or articles of incorporation or organization, by-laws, operating agreement, partnership agreement or other constituent charter documents of Circle K (or such subsidiary) or (ii) assuming receipt of the consents and approvals referred to in Section 4.2(b), a breach or violation of, a default under, the acceleration of or the creation of any lien, security interest, mortgage, pledge, claim or other similar encumbrance (collectively "Liens") (with or without the giving of notice or the lapse of time) pursuant to, any provision of any CK Assumed Contract, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which Circle K is subject, except, in the case of clause (ii) above, for such breaches, violations and the like that, alone or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CK Assets.
No Violations; Required Consents. (a) The execution, delivery and performance of this Agreement and the ERA by CrossAmerica (including its applicable subsidiaries) do not and will not constitute or result in (i) a breach or violation of the certificate or articles of incorporation or organization, by-laws, operating agreement, partnership agreement or other constituent charter documents of CrossAmerica (or such subsidiary) or (ii) assuming receipt of the consents and approvals referred to in Section 5.2(b), a breach or violation of, a default under, the acceleration of or the creation of any Lien (with or without the giving of notice or the lapse of time) pursuant to, any provision of any CAPL Assumed Contract, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which CrossAmerica is subject, except, in the case of clause (ii) above, for such breaches, violations and the like that, alone or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CAPL Assets.
No Violations; Required Consents. (a) The execution, delivery and performance of this Agreement, the ERA, the Additional Agreements and the Termination Agreements (as applicable) by each Seller, DMI and DMR do not and will not constitute or result in (i) a breach or violation of the certificate or articles of incorporation or organization, by-laws, operating agreement, partnership agreement or other constituent charter documents of any Seller, DMI or DMR or (ii) assuming receipt of the consents and approvals referred to in Section 4.2(b), a breach or violation of, a default under, the acceleration of or the creation of any lien, security interest, mortgage, pledge, claim or other similar encumbrance (collectively “Liens”) (with or without the giving of notice or the lapse of time) pursuant to, or any obligation, penalty or premium to arise or accrue under, any provision of any Assumed Contract or any material contract, agreement or instrument to which any Seller, DMI or DMR is a party or by which any of them is bound or to which any of their respective Locations or assets are subject, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which any Seller is subject.
No Violations; Required Consents. Except as set forth on Schedule 4.3 of the Disclosure Schedule, neither the execution, delivery, and performance of this Agreement by Target, nor the consummation of the transactions contemplated hereby or thereby, will contravene or violate (a) any Applicable Law to which Target is subject, (b) any judgment, order, writ, injunction, or decree of any court, arbitrator, or Governmental Authority or agency that is applicable to Target, or (c) the charter or organizational documents of Target; nor will such execution, delivery, or performance (i) constitute a Default under, or give rise to a loss of any benefit to which Target is entitled or require the consent of any other party to, any Contract or give any party with rights thereunder the right to terminate, cancel, or accelerate the rights or obligations of Target thereunder, (ii) cause any acceleration of any Liability or Indebtedness of Target or with respect to any instrument or document in which Target is an obligor or guarantor or (iii) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) of any kind whatsoever upon or give to any other Person any interest or right (including any right of termination or cancellation) in or with respect to any of the Assets or Contracts of Target.
No Violations; Required Consents. (a) The execution, delivery and performance of this Agreement by Seller do not and will not constitute or result in (i) a breach or violation of the articles of incorporation or by-laws of Seller or (ii) assuming receipt of the consents and approvals referred to in Section 4.2(b) below, a breach or violation of, a default under, the acceleration of or the creation of any lien, security interest, mortgage, pledge, claim or other similar encumbrance (collectively "Liens") (with or without the giving of notice or the lapse of time) pursuant to, any provision of any Assumed Contract, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which Seller is subject, except, in the case of clause (ii) above, for such breaches, violations and the like that, alone or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
No Violations; Required Consents. The execution, delivery and performance of this Agreement by Buyer do not and will not constitute or result in (a) a breach or violation of the certificate or articles of incorporation or organization, by-laws, operating agreement or other constituent charter documents of Buyer or (b) a breach or violation of, a default under, the acceleration of or the creation of any Lien (with or without the giving of notice or the lapse of time) pursuant to, any provision of any Contract to which Buyer is a party or by which it is bound, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which it is subject. No notices, reports or other filings are required to be made by Buyer with, and no consents, approvals or other authorizations are required to be obtained by Buyer from, any governmental or regulatory authority or other person in connection with the execution, delivery and performance of this Agreement, other than customary liquor licenses and other Permits and approvals necessary to operate the Stores in the ordinary course of business after the Closing.
