No Violations; Required Consents Sample Clauses

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.
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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 Haxx-Xxxxx-Xxxxxx Xntitrust 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 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. (b) Except as set forth on Schedule 4.2 hereto, no notices, reports or other filings are required to be made by Seller with, and no consents, approvals or other authorizations are required to be obtained by Seller from, any governmental or regulatory authority or any individual, corporation, partnership, trust, limited liability company, association or other entity (as the case may be, a "person") in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the failure to obtain or make any or all of which would reasonably be expected to have a Material Adverse Effect.
No Violations; Required Consents. (a) The execution, delivery and performance of this Agreement and the ERA 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 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 CrossAmerica is subject. (b) Except for the Credit Agreement Approvals and customary Permits necessary to own and operate the Properties and the UST Systems after the Closing, no notices, reports or other filings are required to be made by CrossAmerica with, and no consents, approvals or other authorizations are required to be obtained by CrossAmerica from, any governmental or regulatory authority or other person, pursuant to any applicable laws or any material contract to which CrossAmerica is a party, in connection with the execution, delivery and performance of this Agreement or the ERA.
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.
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. (b) No notices, reports or other filings are required to be made by CrossAmerica with, and no consents, approvals or other authorizations are required to be obtained by CrossAmerica from, any governmental or regulatory authority or other person in connection with the execution, delivery and performance of this Agreement or the ERA, the failure to obtain or make any or all of which would reasonably be expected to have a Material Adverse Effect on the CAPL Assets subject thereto.
No Violations; Required Consents. Except as set forth on Schedule 3.3, the execution and delivery of this Agreement and the consummation of the Transaction and compliance with the provisions of this Agreement will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or acceleration of any obligation or result in the creation of any Lien upon any of the Purchased Assets under, (a) the Organizational Documents of Sellers, (b) any Material Contract applicable to Sellers, the College or the Purchased Assets included in the Purchased Assets, or (c) any Applicable Law applicable to Sellers, the College or the Purchased Assets. No consent, approval, order or authorization of, or registration or filing with, any Governmental Authority or Educational Agency, is required by or with respect to Sellers in connection with, the execution, delivery or performance of this Agreement by Sellers, except as set forth on Schedule 3.3 (the “Required Consents”).
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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. (b) No notices, reports or other filings are required to be made by Circle K (or its applicable subsidiaries) with, and no consents, approvals or other authorizations are required to be obtained by Circle K (or such subsidiary) from, any governmental or regulatory authority or any individual, corporation, partnership, trust, limited liability company, association or other entity (as the case may be, a "person"), pursuant to any applicable laws, the Assumed Contracts or any material contract to which Circle K (or such subsidiary) is a party, in connection with the execution, delivery and performance of this Agreement or the ERA.
No Violations; Required Consents. Neither the execution, delivery, and performance of this Agreement or the other Transaction Documents by Purchaser or Newtek, nor the consummation of the Contemplated Transactions, will contravene or violate (a) any Applicable Law to which Purchaser or Newtek is subject, (b) any judgment, order, writ, injunction, or decree of any court, arbitrator, or Governmental Authority or agency that is applicable to Purchaser or Newtek, or (c) the Organizational Documents of Purchaser or Newtek; nor will such execution, delivery, or performance constitute a Default under or require the consent of any other party to any Contract to which Purchaser or Newtek is a party the absence of which would impede Purchaser’s or Newtek’s ability to consummate the Contemplated Transactions. Newtek and its Board of Directors have taken such actions as may be required under Netwek’s Conflict of Interest Policies and Procedures and Section 57(h) of the Investment Company Act in authorizing and approving the Contemplated Transactions.
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. (b) No notices, reports or other filings are required to be made by Sellers, DMI or DMR with, and no consents, approvals or other authorizations are required to be obtained by Sellers, DMI or DMR from, any governmental or regulatory authority or any individual, corporation, partnership, trust, limited liability company, association or other entity (as the case may be, a “person”), pursuant to any applicable laws, the Assumed Contracts or any material contract to which any Seller, DMI or DMR is a party, in connection with the execution, delivery and performance of this Agreement, the ERA, the Additional Agreements or the Termination Agreements.
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