Non-contravention; Consents and Governmental Authorizations Sample Clauses

Non-contravention; Consents and Governmental Authorizations. (a) Except as set forth in Section 3.5(a) of the Disclosure Schedule, neither the execution, delivery and performance by any Company Member of this Agreement and each other Ancillary Agreement to which any Company Member is a party, nor the consummation of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a breach, violation of, constitute a default under, or give a right to terminate, amend or cancel under, any Law or Order binding upon or applicable to any Company Member or by which any property or asset of any Company Member is bound or affected, (ii) conflict with, violate or require any approval or consent under any provision of the Company Organizational Documents; (iii) (A) require any consent or approval under, (B) result in any breach of or any loss of any benefit under, (C) constitute a default (or an event which with notice or lapse of time or both would become a default) under, or (D) give to others any right of termination, modification, vesting, amendment, acceleration or cancellation of, any right or obligation under any Material Contract or Permit; or (iv) result in the creation of a Lien (other than Permitted Liens) on any property or asset of the Company.
Sample 1
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Non-contravention; Consents and Governmental Authorizations. (a) Neither the execution, delivery and performance by Buyer of this Agreement and each other Ancillary Agreement to which Buyer is a party or is bound, nor the consummation of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a violation of any Law or Order binding upon or applicable to Buyer or by which any of Buyer’s properties or assets are bound or affected, (ii) violate any provision of the organizational documents of Buyer, each as amended to date and as currently in effect; or (iii) result in the creation of a Lien (other than Permitted Lien) on any of Buyer’s properties or assets.
Sample 1
Non-contravention; Consents and Governmental Authorizations. (a) Neither the execution, delivery and performance by the Company or any Company Subsidiary of this Agreement and each other Ancillary Agreement to which the Company or any Company Subsidiary is or will be a party, nor the consummation of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a violation of any Law or Order binding upon or applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected; (ii) contravene, conflict with, or result in a violation or breach of any provision of the Organizational Documents of the Company or any Company Subsidiary; (iii) (A) require any consent, notice or approval under, (B) result in any breach of or any loss of any benefit under, (C) constitute a default (or an event which with notice or lapse of time or both would become a default) under, or (D) give to others any right of termination, vesting, amendment, acceleration or cancellation of, any right or obligation under any (x) Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is, or any of its assets or properties are, bound, or (y) Permit; or (iv) result in the creation of a Lien upon any of the Company Units or Blocker Equity or (other than Permitted Liens) on any property or asset of the Company or any Company Subsidiary; other than, in the case of clauses (i) and (iii), as would not reasonably be expected to otherwise prevent or materially delay the Closing or be material the Company Group.
Sample 1
Non-contravention; Consents and Governmental Authorizations. (a) Neither the execution, delivery and performance by Blocker of this Agreement and each other Ancillary Agreement to which Blocker is or will be a party, nor the consummation of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a violation of any Law or Order binding upon or applicable to Blocker or by which any property or asset of Blocker is bound or affected; (ii) contravene, conflict with, or result in a material violation or breach of any provision of the Organizational Documents of Blocker; (iii) (A) require any consent, notice or approval under, (B) result in any breach of or any loss of any benefit under, (C) constitute a default (or an event which with notice or lapse of time or both would become a default) under, or (D) give to others any right of termination, vesting, amendment, acceleration or cancellation of, any right or obligation under any Contract that Blocker is a party to or Permit to which Blocker is subject; or (iv) result in the creation of a Lien (other than a Permitted Lien) on any property or asset of Blocker (including the Blocker Owned Units); other than, in the case of clauses (i) and (iii), as would not reasonably be expected to otherwise prevent or materially delay the Closing or be material to the Blocker or Company Group.
Sample 1
Non-contravention; Consents and Governmental Authorizations. (a) Neither the execution, delivery and performance by such Seller of this Agreement and each other Ancillary Agreement to which such Seller is or will be a party, nor the consummation of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a violation of any Law or Order binding upon or applicable to such Seller or by which any property or asset of such Seller is bound or affected; (ii) if such Seller is an entity, contravene, conflict with, or result in a material violation or breach of any provision of the Organizational Documents of such Seller; (iii) (A) require any consent, notice or approval under, (B) result in any breach of or any loss of any benefit under, (C) constitute a default (or an event which with notice or lapse of time or both would become a default) under, or (D) give to others any right of termination, vesting, amendment, acceleration or cancellation of, any right or obligation under any Contract that such Seller is a party to or Permit to which such Seller is subject; or (iv) result in the creation of a Lien on the Company Units or Blocker Equity held by such Seller; other than, in the case of clauses (i) and (iii), as would not reasonably be expected to otherwise prevent or materially delay the Closing.
Sample 1
Non-contravention; Consents and Governmental Authorizations. (a) Neither the execution, delivery and performance by Xxxxx of this Agreement and each other Ancillary Agreement to which Buyer is or will be a party, nor the consummation of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a violation of any Law or Order binding upon or applicable to Buyer or by which any property or asset of Buyer is bound or affected, (ii) contravene, conflict with, or result in a violation or breach of any provision of the Organizational Documents of Buyer, (iii) (A) require any consent, notice or approval under, (B) result in any breach of or any loss of any benefit under, (C) constitute a default (or an event which with notice or lapse of time or both would become a default) under, or (D) give to others any right of termination, vesting, amendment, acceleration or cancellation of, any right or obligation under any Contract that Buyer is a party to or Permit to which Buyer is subject; or (iv) result in the creation of a Lien on any property or asset of Buyer; other than, in the case of clauses (i), (iii) or (iv), as would not reasonably be expected to otherwise prevent or materially delay the Closing or otherwise have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement and perform its obligations hereunder at the Closing.
Sample 1
Non-contravention; Consents and Governmental Authorizations. (a) Except as set forth in Section 3.5(a) of the Disclosure Schedule, neither the execution, delivery and performance by the Company or any Company Subsidiary of this Agreement and each other Ancillary Agreement to which the Company or any Company Subsidiary is a party, nor the consummation of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a breach, violation of, constitute a default under, or give a right to terminate, amend or cancel under, any Law or Order binding upon or applicable to the Company or Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (ii) conflict with, violate or require any approval or consent under any provision of the Company Organizational Documents; or (iii) (A) require any consent or approval under, (B) result in any breach of or any loss of any benefit under, (C) constitute a default (or an event which with notice or lapse of time or both would become a default) under, or (D) give to others any right of termination, modification, vesting, amendment, acceleration or cancellation of, any right or obligation under any Material Contract or Permit; (iv) result in the creation of an Lien (other than Permitted Liens) on any property or asset of the Company; or (v) cause the Company or any Company Subsidiary to become subject to, or to become liable for the payment of, any Tax.
Sample 1
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Non-contravention; Consents and Governmental Authorizations. (a) Neither the execution, delivery and performance by such Party of this Agreement and each other Ancillary Agreement to which such Party is bound, nor the consummation of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a violation of any Law or Order binding upon or applicable to such Party or by which any of such Party’s properties or assets are bound or affected, (ii) violate any provision of the organizational documents of such Party, each as amended to date and as currently in effect; or (iii) result in the creation of an Lien (other than Permitted Lien) on any of such Party’s properties or assets.
Sample 1

Related to Non-contravention; Consents and Governmental Authorizations

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • Company and Governmental Authorization, Contravention The execution, delivery and performance by the Seller of this Agreement and each other Transaction Document to which it is a party are within the Seller’s organizational powers, have been duly authorized by all necessary organizational action, require no action by or in respect of, or filing with (other than the filing of UCC financing statements and continuation statements), any governmental body, agency or official, and, do not contravene, or constitute a default under, any provision of applicable law or regulation or of the operating agreement of the Seller or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Seller or result in the creation or imposition of any lien (other than liens in favor of the Administrator) on assets of the Seller.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Corporate and Governmental Authorization; Contravention The execution, delivery and performance by each Obligor of this Agreement and the other Credit Documents to which it is a party are within such Obligor’s corporate, limited liability or partnership powers, have been duly authorized by all necessary corporate, limited liability company or partnership action, require no action by or in respect of, or filing with, any governmental body, agency or official (except such as have been completed or made and are in full force and effect) and do not contravene, or constitute a default under, any provision of (x) applicable law or regulation, (y) the articles of incorporation or by-laws or other constituent documents of such Obligor or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon any Obligor or any Material Subsidiary or result in the creation or imposition of any Lien on any asset of any Obligor or any Material Subsidiary, except in each case referred to in the foregoing clauses (x) and (z) to the extent such contravention or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

  • Consents and Governmental Approvals (a) Subject to Section 1.05(c), to the extent that the assignment, transfer, conveyance or delivery of any Transferred REB Asset to WRECO or a WRECO Subsidiary or of any Transferred Excluded Asset to Weyerhaeuser or a Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) in connection with the REB Transfers would constitute a violation of applicable Law, or would require a Consent or Governmental Approval that has not been obtained or made prior to the REB Transfer Time, then the assignment, transfer, conveyance or delivery of such Transferred REB Asset or Transferred Excluded Asset (collectively, the “Delayed Transfer Assets”) will automatically be deferred, and no such assignment, transfer, conveyance or delivery will occur, until all legal impediments are removed or such Consents or Governmental Approvals have been obtained or made with respect to the applicable Delayed Transfer Assets. Notwithstanding such deferral of the assignment, transfer, conveyance and delivery of the Delayed Transfer Assets, any Delayed Transfer Asset will still be considered an REB Asset or Excluded Asset, as the case may be, and from the REB Transfer Time until the consummation of assignment, transfer, conveyance and delivery of such Delayed Transfer Asset, Weyerhaeuser or the applicable Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) shall hold any Transferred REB Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of WRECO or the applicable WRECO Subsidiary at the sole expense of WRECO or the applicable WRECO Subsidiary, and WRECO or the applicable WRECO Subsidiary shall hold any Transferred Excluded Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) at the sole expense of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary. Weyerhaeuser shall use commercially reasonable efforts to develop and implement arrangements to place WRECO and the WRECO Subsidiaries and Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), as the case may be, insofar as reasonably practicable, in the same position as if the Delayed Transfer Assets had been assigned, transferred, conveyed and delivered and so that all the benefits and burdens relating to such Delayed Transfer Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, inure from and after the REB Transfer Time to WRECO and the WRECO Subsidiaries, in the case of Transferred REB Assets that are Delayed Transfer Assets, or to Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), in the case of Transferred Excluded Assets that are Delayed Transfer Assets. If and when the legal impediments, Consents or Governmental Approvals, the presence or the absence of which caused the deferral of the assignment, transfer, conveyance and delivery of any Delayed Transfer Assets pursuant to this Section 1.05(a), are removed, obtained or made, as the case may be, the assignment, transfer, conveyance and delivery of the applicable Delayed Transfer Asset shall be promptly effected in accordance with the terms of this Agreement and the other applicable Transaction Documents, without the payment of additional consideration. On the Closing Date, Weyerhaeuser shall use its reasonable best efforts to deliver to Parent (for information purposes only) a schedule setting forth all material Delayed Transfer Assets existing as of the Closing Date.

  • PERMITS, LICENSES AND GOVERNMENTAL AUTHORIZATIONS All building or other permits, certificates of occupancy, concessions, grants, franchises, licenses, certificates of need and other governmental authorizations and approvals required for the conduct of the Business or the use of the Assets, or waivers thereof, have been duly obtained and are in full force and effect and are described on EXHIBIT 2.3. There are no proceedings pending or, to the knowledge of Company and Shareholders, threatened, which may result in the revocation, cancellation or suspension, or any adverse modification, of any such licenses or permits.

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

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