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. 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, Bulkinvest and the Sellers 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 Bulkinvest; (b) violate any order of any court or other Governmental Authority having jurisdiction over the Company or Bulkinvest, 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 Bulkinvest 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 Bulkinvest or Sellers 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 Encumbrances upon the Shares or the material assets of the Company or Bulkinvest; or (f) constitute grounds for the loss or suspension of any material permit, license or other authorization used by the Company or Bulkinvest.
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 HES is now a party.
Non-Contravention; Approvals. Neither the execution and ----------------- --------- delivery of the Acquisition Agreements to which the Buyer is a party by the Buyer nor the consummation by the Buyer of the transactions contemplated hereby and thereby (including the assumption of the Assumed RECI Liabilities) 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 Encumbrance upon any property of the Buyer pursuant to (a) the Certificate of Incorporation or By-Laws of the Buyer; (b) any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of its properties is subject, except for any violations, conflicts, defaults and Encumbrances that would not, individually or in the aggregate, (i) materially impair the ability of the Buyer to perform its obligations hereunder or under any of the other Acquisition Agreements, (ii) prevent or materially delay the consummation of the purchase and sale of the Purchased Shares and Acquired RECI Assets contemplated hereby or (iii) have a material adverse effect on the business, financial condition or results of operations of the Buyer taken as a whole (with any of the foregoing clauses (i), (ii) or (iii) referred to as a "Buyer Material Adverse Effect"); or (c) except as set forth on Schedule 6.3, ----- -------- ------- ------ -------- --- 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 Buyer or any of its properties is subject, except for any violations that would not, individually or in the aggregate, have a Buyer Material Adverse Effect. Except as set forth on Schedule 6.3 and except -------- --- for the filings referred to in Section 8.1 under the H-S-R Act, no consent, approval or authorization of, or registration, qualification or filing by the Buyer with, any governmental agency or authority is required for the execution and delivery of the Acquisition Agreements by the Buyer or for the consummation by the Buyer of the transactions contemplated hereby and thereby.
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. (a) The execution and delivery of this Agreement and the other documents delivered by PGSI at Closing, and the consummation by PGSI of the transactions contemplated hereby and thereby, do not and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any encumbrance upon any of the properties or assets of PGSI under any of the terms, conditions or provisions of (i) the articles of incorporation or bylaws of PGSI, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to PGSI, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which PGSI is now a party or by which PGSI may be bound or affected.
(b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by PGSI or the consummation by PGSI of the transactions contemplated hereby.
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. Subject to obtaining Parent Stockholder Approval, except as for certain rights of first refusal and certain options to purchase the Properties given to certain Tenants, as shown in the Leases, none of the execution and delivery of this Agreement or the Related Agreements, the consummation of any of the Transactions, or compliance with the terms and provisions hereof and thereof conflicts with or constitutes a breach of, or a default under (with or without notice or lapse of time, or both), or gives rise to a right of termination, cancellation, or acceleration of any obligation or loss of a material right under, or results in the creation of any Lien upon any property or asset of Seller under (i) the Organization Documents of Seller, (ii) any applicable law or any order, judgment, injunction or decree of any court or governmental authority applicable to Seller or any of its assets or properties; or (iii) any contract, license, permit, franchise or other agreement or instrument to which Seller is a party, by which Seller may be bound, which is applicable to the Property owned by Seller or that would prevent Seller’s consummation of the Transactions.
