Non-Contravention, etc. No approval, consent, waiver, authorization or other order of, and no filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for (i) satisfaction of the requirements of the HSR Act, (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iii) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority the failure to obtain or make which, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing Agreements) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or any of its Subsidiaries, (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in ...
Non-Contravention, etc. Neither the execution, delivery nor performance of this Agreement nor the consummation of the transactions contemplated hereby does or will constitute, result in or give rise to any breach or violation of, or any default or right or cause of action under, any Contractual Obligation of or the agreement of limited partnership of such Investor or any Legal Requirement applicable to the Investor. No approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any other Person, including, without limitation, any party to any Contractual Obligation of the Investor, is required to be obtained or made by or on behalf of the Investor in connection with the execution, delivery or performance of this Agreement and the transactions contemplated hereby by such Investor, except for (a) filings required by the HSR Act, if any, and (b) items which shall have been obtained or made and shall be in full force and effect as of the Closing Date.
Non-Contravention, etc. Neither the execution and delivery of this Agreement nor the consummation by the Company of any of the transactions contemplated hereby does or will constitute, result in or give rise to (a) a breach of or a default or violation under any provision of the Charter or By-laws of the Company or (b), except as set forth on Schedule 4.6, (i) a breach or violation under any provision of any Contractual Obligation of the Company, (ii) the acceleration of the time for performance of any obligation under any such Contractual Obligation, (iii) the imposition of any Lien upon or the forfeiture of any Asset (including, without limitation, any Asset held under a lease or license), (iv) a requirement that any consent under, or waiver of, any such Contractual Obligations, Charter or By-law provision be obtained or (v) any severance payments, right of termination, modification of terms, or any other right or cause of action under any such Contractual Obligation or Charter or By-law provision, except in the case of clause (b)(i) above where such breaches, defaults, events or violation would not have a Material Adverse Effect.
Non-Contravention, etc. Except as set forth in Schedule 4.3, the execution and delivery of this Agreement by such Seller and the consummation by such Seller of the Closing hereunder in accordance with the terms and conditions of this Agreement do not and will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or require any consent, waiver, approval or authorization under, any Contractual Obligation to which such Seller is a party or by which such Seller is, or the Securities to be sold or canceled by such Seller hereunder are, bound or any Legal Requirement applicable to such Seller or to the Securities to be sold or canceled by such Seller. No consent is required to be obtained by such Seller in connection with the execution, delivery and performance of this Agreement by such Seller or the sale of the Securities to be sold or canceled by such Seller as contemplated hereby, except as set forth in Schedule 4.3, and other than any consent where the failure of such Seller to obtain such consent would not materially and adversely affect the Seller's ability to consummate the Closing hereunder in accordance with the terms and conditions of this Agreement and would not prevent such Seller from performing in all material respects any of its obligations under this Agreement.
Non-Contravention, etc. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby does or will constitute, result in or give rise to any material breach or violation of, or any material default or right or material cause of action under, any material contractual obligation or the certificate of incorporation, bylaws, partnership agreement or operating agreement of such Investor or any legal requirement applicable to the Investor. No approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification or recording with, any governmental authority or any other party, including, without limitation, any party to any contractual obligation of the Investor, is required to be obtained or made by or on behalf of the Investor in connection with the execution, delivery or performance of this Agreement and the transactions contemplated hereby by such Investor.
Non-Contravention, etc. The execution, delivery and performance of this Agreement by the Buyer and the consummation by the Buyer of the Closing hereunder in accordance with the terms and conditions of this Agreement do not and will not conflict with or result in the breach of any terms or provisions of, or constitute a default under, any Contractual Obligation or the Charter or By-Laws of the Buyer or a breach of any Legal Requirement applicable to the Buyer. Except for satisfaction of the notification requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), no consent is required to be obtained or made by or on behalf of the Buyer in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except (i) for items which shall have been obtained or made on or prior to, and shall be in full force and effect at, the Closing Date and (ii) where failure to obtain such consent would not materially and adversely affect the Buyer's ability to consummate the Closing hereunder in accordance with the terms and conditions of this Agreement and would not prevent the Buyer from performing in all material respects any of its obligations under this Agreement.
Non-Contravention, etc. Neither the execution and delivery of this Agreement nor the consummation by the Company of any of the transactions contemplated hereby does or will constitute, result in or give rise to (a) a breach of or a default or violation under any provision of the Charter or By-laws of the Company or any of its Subsidiaries or (b), except as set forth on Schedule 4.6, (i) a breach or violation under any provision of any Contractual Obligation of the Company or any of its Subsidiaries, (ii) the acceleration of the time for performance of any obligation under any such Contractual Obligation, (iii) the imposition of any Lien upon or the forfeiture of any Asset of the Company or any of its Subsidiaries (including, without limitation, any Asset held under a lease or license), (iv) a requirement that any consent under, or waiver of, any such Contractual Obligations, Charter or By-law provision be obtained that has not already been obtained or (v) any severance payments, right of termination, modification of terms, or any other right or cause of action under any such Contractual Obligation or Charter or By-law provision, except in the case of clause (b)(i) above where such breaches, defaults, events or violation would not have a Material Adverse Effect.
Non-Contravention, etc. Except as set forth in Schedule 4.3 and other than failure to obtain or make any consent, approval, waiver, authorization, order, declaration, filing, registration, qualification or recording (each a "Consent or Filing") where the failure of such Seller to obtain or make such Consent or Filing would not reasonably be expected to have a Material Adverse Effect or except as otherwise would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement by such Seller and the consummation by such Seller of the Closing hereunder in accordance with the terms and conditions of this Agreement do not and will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, the Charter or By-laws of such Seller, any Contractual Obligation or Governmental Order to which such Seller is a party or by which such Seller is, or the Shares and/or Options to be sold by such Seller hereunder are, bound or any Legal Requirement applicable to such Seller or to the Shares and/or Options to be sold by such Seller. No Consent or Filing is required to be obtained or made by such Seller in connection with the execution, delivery and performance of this Agreement by such Seller or the sale of the Shares and/or Options to be sold by such Seller as contemplated hereby, except as set forth in Schedule 4.3, and other than any Consent or Filing where the failure of such Seller to obtain or make such Consent or Filing would not reasonably be expected to have a Material Adverse Effect.
Non-Contravention, etc. Except for items listed on Schedule 5.1.2, neither the execution, delivery or performance of this Agreement nor the consummation of the Closing hereunder in accordance with the terms and conditions of this Agreement does or will constitute, result in or give rise to (with or without notice or passage of time) (i) a breach, violation or default under any Legal Requirement applicable to any of the Steel Heddle Companies; (ii) a breach of or default under any provision of the Charter or By-Laws of any of the Steel Heddle Companies; (iii) the imposition of any Lien upon any asset of any of the Steel Heddle Companies (except for liens created by or on behalf of the Buyer); or (iv) a material breach of or default under (or the acceleration of the time for performance of any material obligation under), or require any consent, waiver, approval or authorization under, any Contractual Obligation of any of the Steel Heddle Companies. Except as set forth in Schedule 5.1.2, no approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification or recording with, any Governmental Authority is required to be obtained or made by or on behalf of any of the Steel Heddle Companies in connection with the execution, delivery or performance of this Agreement and the consummation of the Closing hereunder in accordance with the terms and conditions of this Agreement, except those (x) which shall have been obtained or made on or prior to, and shall be in full force and effect at, the Closing Date and (y) where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording, in the aggregate, would not reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.
Non-Contravention, etc. Except for items listed on Schedule 5.1.3 and other than any failure to make or obtain any Consent or Filing where the failure of such Target Company to make or obtain such Consent or Filing would not reasonably be expected to have a Material Adverse Effect or except as otherwise would not reasonably be expected to have a Material Adverse Effect, neither the execution, delivery or performance of this Agreement nor the consummation of the Closing hereunder in accordance with the terms and conditions of this Agreement does or will constitute, result in or give rise to (i) a breach, violation or default under any Legal Requirement applicable to any Target Company, (ii) a breach of or default under any Charter or By-Laws provision of any Target Company, (iii) the imposition of any Lien upon any asset of any Target Company, (iv) a breach of or default under (or the acceleration of the time for performance of any obligation under) any Contractual Obligation of any Target Company or any Governmental Order binding upon any Target Company or (v) the termination or impairment of any Permit of any Target Company. No Consent or Filing is required to be obtained or made by or on behalf of any Target Company in connection with the execution, delivery or performance of this Agreement and the consummation of the Closing hereunder in accordance with the terms and conditions of this Agreement, except as set forth on Schedule 5.1.3 and other than any Consent or Filing where the failure to make or obtain such Consent or Filing would not reasonably be expected to have a Material Adverse Effect.
