Non-Contravention; Approvals. The execution, delivery and performance by Thermo of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the organizational documents of Thermo or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Thermo or any of its properties or (ii) require any consent or other action by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Thermo under any provision of any agreement or other instrument binding upon Thermo. The execution, delivery and performance by Thermo of this Agreement and the consummation of the transactions contemplated hereby do not require any Approval that has not been obtained.
Non-Contravention; Approvals. Neither the execution and delivery of this Agreement by the LLC nor the consummation by the LLC of the transactions contemplated hereby constitutes a violation of, or conflicts with, constitutes or creates a default under, or results in the creation or imposition of any liens upon any property of the LLC pursuant to (a) the LLC Agreement; (b) any agreement or commitment to which the LLC is a party or by which the LLC or any of its properties is bound or to which the LLC or any of its properties is subject; or (c) any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any government, governmental agency or court or other tribunal to which the LLC or any of its properties is subject. No consent, approval or authorization of, or registration, qualification or filing by the LLC with, any governmental agency or authority is required for the execution and delivery of this Agreement by the LLC or for the consummation by the LLC of the transactions contemplated hereby and thereby.
Non-Contravention; Approvals. Except as disclosed in Schedule 3.4, and subject to Section 5.16, the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Company, the Subsidiaries and the Shareholders do not and will not: (a) result in a breach of any provision of the certificate of incorporation, articles of association, bylaws or other governing documents of the Company or any of the Subsidiaries; (b) violate any Order of any court or other Governmental Authority having jurisdiction over the Company or any of the Subsidiaries, or any of their properties, or cause the suspension or revocation of any authorization, consent, approval or license presently in effect that affects or binds the Company or any of the Subsidiaries or any of their material properties; (c) result in a breach of or default, or give a third party the right to accelerate, terminate or suspend any obligations, under any agreement or instrument (including any shareholders’ agreement, voting agreement or any other similar agreement) to which the Company or any of the Subsidiaries or Shareholders is a party or by which any of them or any of their material properties is bound or affected; (d) require any applicable Governmental Approvals, any consent, approval, authorization, permit or license of any Person, or any notice to be given to, filing to be made with or other action to be taken with or by any Person (e) result in the creation of any Lien upon the Shares or the material assets of the Company or any Subsidiary; or (f) constitute grounds for the loss or suspension of any material permit, license or other authorization used by the Company or any of the Subsidiaries.
Non-Contravention; Approvals. Neither the execution and delivery of this Agreement and the Acquisition Agreements by the Buyers nor the consummation by the Buyers of the transactions contemplated hereby and thereby will constitute a violation of, or be in conflict with, constitute or create a default under, or result in the creation or imposition of any liens upon any property of the Buyers pursuant to (a) the memorandum or Articles of Association of the Buyer or the Certificate of Incorporation or By-laws of the Buyer Sub; (b) any agreement or commitment to which any of the Buyers is a party or by which any of the Buyers or any of their properties is bound or to which any of the Buyers or any of their properties is subject; or (c) any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any government, governmental agency or court or other tribunal to which any of the Buyers or any of their properties is subject. No consent, approval or authorization of, or registration, qualification or filing by the Buyers with, any governmental agency or authority is required for the execution and delivery of this Agreement and the Acquisition Agreements by the Buyers or for the consummation by the Buyers of the transactions contemplated hereby and thereby.
Non-Contravention; Approvals. Neither the execution and delivery of this Agreement by MMT nor the consummation by MMT of the transactions contemplated hereby constitutes a violation of, or conflicts with, constitutes or creates a default under, or results in the creation or imposition of any liens upon any property of MMT pursuant to (a) its charter or by-laws; (b) any agreement or commitment to which MMT is a party or by which MMT or any of its properties is bound or to which MMT or any of its properties is subject; or (c) any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any government, governmental agency or court or other tribunal to which MMT or any of its properties is subject. Except for any filing required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, no consent, approval or authorization of, or registration, qualification or filing by MMT with, any governmental agency or authority is required for the execution and delivery of this Agreement by MMT or for the consummation by MMT of the transactions contemplated hereby and thereby.
Non-Contravention; Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or result in a breach of any provision of, or constitute a default under, or result in the termination of any note, bond, mortgage, indenture, deed of trust, contract, lease or other instrument, obligation or agreement of any kind to which Buyer is now a Party or by which any of its assets may be bound or affected.
Non-Contravention; Approvals. Except as set forth on Schedule 6.3, neither the execution and delivery of this Agreement and the Acquisition Agreements to which it is a party by the Sellers nor the consummation by the Sellers of the transactions contemplated hereby and thereby will (a) breach the Certificate of Incorporation or By-laws of either of the Sellers, (b) breach any of the Assumed Contracts, (c) breach any agreement or commitment to which either of the Sellers is a party or by which either of the Sellers or any of its properties (including, without limitation, any of the Acquired Assets) is bound or to which either of the Sellers or any of its properties is subject to the extent any such breach materially affects either of the Sellers’ ability to consummate the transactions hereunder or thereunder, or (d) constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any Encumbrance upon, any of the Acquired Assets pursuant to any statute, regulation, rule, judgment, order, decree or injunction of any government, governmental agency or court or other tribunal to which either of the Sellers (with respect to the Diagnostics Business) or any of the Acquired Assets is subject except for any such violation, conflict, default or Encumbrance that individually or in the aggregate would not have a Material Adverse Effect. Except as set forth on Schedule 6.3, no consent, approval or authorization of, or registration, qualification or filing by either of the Sellers with, or delivery of notice to, any third party is required for the execution and delivery of this Agreement and the Acquisition Agreements by either of the Sellers or for the consummation by the Sellers of the transactions contemplated hereby and thereby.
Non-Contravention; Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or result in a breach of any provision of, or constitute a default under, or result in the termination of any note, bond, mortgage, indenture, deed of trust, contract, lease or other instrument, obligation or agreement of any kind to which Rocky Mountain Power is now a Party or by which any of its assets may be bound or affected.
Non-Contravention; Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or result in a breach of any provision of, or constitute a default under, or result in the termination of any note, bond, mortgage, indenture, deed of trust, contract, lease or other instrument, obligation or agreement of any kind to which UEC is now a party.
Non-Contravention; Approvals. Each of Euroseas and EuroSub has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Euroseas' execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Euroseas and EuroSub and constitutes its valid and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles ((i) and (ii) the "Enforceability Exception"). All material consents, approvals, authorizations, orders, licenses, registrations, clearances and qualifications of or with any Governmental Authority having jurisdiction over Euroseas or EuroSub or any of their properties required for the execution and delivery by Euroseas of this Agreement to be duly and validly authorized have been obtained or made and are in full force and effect. The performance by each of Euroseas and EuroSub of its obligations under this Agreement and the consummation of the transactions contemplated herein will not conflict with its Articles of Incorporation or Bylaws or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Euroseas or EuroSub is a party or by which Euroseas, orEuroSub is bound or to which any of the property or assets of Euroseas or EuroSub is subject, nor will any such action result in any violation of the provisions of the Articles of Incorporation or the Bylaws of Euroseas or EuroSub or any applicable Law or any Order, rule or regulation of any Governmental Authority having jurisdiction over Euroseas, EuroSub or any of their respective properties. No consent, approval, authorization, order, license, registration or qualification of or with any such Governmental Authority is required for the consummation by Euroseas or EuroSub of the transactions contemplated by this Agreement, except such consents, approvals, authorizations, o...
