Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither the execution and delivery of any Transaction Agreement or Reorganization Document to which any Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated thereby, shall, (i) violate (or have violated, in the case of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject Entity, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000. Except as set forth on Schedule 4(c), no Seller Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person to consummate the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000.
Noncontravention; Consents and Approvals. Neither the execution and the delivery of this Agreement or any ancillary documents, nor the consummation of the contemplated transactions, will: (a) violate any law, order or regulation to which the Company is subject; (b) violate any provision of the articles, bylaws or other organizational documents of the Company; (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument or other arrangement to which the Company is a party or by which it is bound, or to which any of its assets is subject (or result in the imposition of any security interest upon its assets); or (d) result in the cancellation, forfeiture, revocation, suspension or adverse modification of any permit owned or held by the Company. The Company is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person, entity or governmental authority for the Parties to consummate the transactions contemplated by this Agreement.
Noncontravention; Consents and Approvals. 3.1.3.1 The execution, delivery and performance by Navistar, Navistar Parent and their Affiliates of this Agreement and each Transaction Agreement to which it will become a party, as applicable, with or without the giving of notice or the lapse of time or both, do not and will not (a) violate any provision of the certificate of incorporation or bylaws or other governing documents, as applicable, of Navistar, Navistar Parent or any of their Affiliates that will be party to a Transaction Agreement, (b) violate any provision of any Law (other than antitrust and competition Laws, as to which no representation is made) or any Order, in each case applicable to Navistar, Navistar Parent or any of their Affiliates that will be party to a Transaction Agreement, (c) except as set forth in Section 3.1.3.1 of the Navistar Disclosure Schedule or other than with respect to Contracts with dealers or distributors, violate or result in or give any Person any right of termination, cancellation, acceleration or modification in or with respect to, any material Contract to which Navistar, Navistar Parent or any of their Affiliates is a party, or (d) result in the creation or imposition of any material Lien (other than Permitted Liens) upon Navistar, Navistar Parent, any of their Affiliates, the Company or any of its direct or indirect wholly owned subsidiaries or any of their respective properties under any Contract to which Navistar, Navistar Parent or any of their Affiliates is a party.
3.1.3.2 The execution, delivery and performance by Navistar, Navistar Parent and their Affiliates of this Agreement and each Transaction Agreement to which it will become a party, as applicable, do not and will not require any consent, approval or authorization of, or filing with or notification to, any antitrust, merger control or competition Governmental Authority in the Core ROW Countries by Navistar, Navistar Parent or any of their Affiliates, except (a) for the filings and consents set forth on Schedule 4.2.3 hereto, and (b) where the failure to take such action would not reasonably be expected to be material to Navistar and its Affiliates, taken together, or the Company.
Noncontravention; Consents and Approvals. 3.2.3.1 The execution, delivery and performance by Caterpillar of this Agreement and each Transaction Agreement to which it will become a party, with or without the giving of notice or the lapse of time or both, do not and will not (a) violate any provision of the certificate of incorporation or bylaws of Caterpillar, (b) violate any provision of any Law (other than antitrust and competition Laws, as to which no representation is made) or any Order, in each case applicable to Caterpillar, (c) except as set forth in Section 3.2.3.1 of the Caterpillar Disclosure Schedule, violate or result in or give any Person any right of termination, cancellation, acceleration or modification in or with respect to, any material Contract to which Caterpillar or any of its Affiliates is a party, or (d) result in the creation or imposition of any material Lien (other than Permitted Liens) upon Caterpillar or any of its Affiliates, the Company or any of its direct or indirect wholly owned subsidiaries or any of their respective properties under any Contract to which Caterpillar or any of its Affiliates is a party.
3.2.3.2 The execution, delivery and performance by Caterpillar of this Agreement and each Transaction Agreement to which it will become a party, do not and will not require any consent, approval or authorization of, or filing with or notification to, any antitrust, merger control or competition Governmental Authority in the Core ROW Countries by Caterpillar, except (a) for the filings and consents set forth on Schedule 4.2.3 hereto, and (b) where the failure to take such action would not reasonably be expected to be material to Caterpillar and its Affiliates, taken together, or the Company.
Noncontravention; Consents and Approvals. Except as set forth on Schedule 3(c), neither the execution and delivery of any Transaction Agreement to which any Buyer Party is a party, nor the performance by any Buyer Party of its obligations under the Transaction Agreements to which such Buyer Party is a party nor the consummation of any of the transactions contemplated thereby, shall, (i) violate any Organizational Document of any Buyer Party, (ii) violate or conflict with any Law to which such Buyer Party is subject or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under any agreement, contract, lease, license, instrument or other arrangement to which such Buyer Party is a party or by which such Buyer Party is bound or to which any of the Buyer Parties’ assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance would not, or could not reasonably be expected to, individually or in the aggregate, delay or materially affect any Buyer Parties’ ability to consummate the transactions contemplated by this Agreement or any other Transaction Agreement to which such Buyer Party is a party. Except for filings required to be made under the HSR Act, authorization required by Environmental Requirements set forth on Schedule 3(c), and applicable securities Laws, no Buyer Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person to consummate the transactions contemplated by this Agreement or any other Transaction Agreement to which such Buyer Party is a party.
Noncontravention; Consents and Approvals. (a) The execution and delivery of this Agreement (and the Ancillary Agreements) by CSC and the Seller does not (will not) and the consummation by CSC and the Seller of the transactions contemplated hereby (and thereby) will not (i) conflict with any provision of the certificate of incorporation or bylaws (or similar organizational documents) of CSC or the Seller or any of the Dyn International Companies or the Joint Ventures; (ii) except as set forth on Schedule 2.4(a), conflict with, result (with the giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration or termination of any obligation under, any material loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, obligation or commitment, instrument or license to which any of the Dyn International Companies is now a party or by which any of the Dyn International Companies or any of their respective properties or assets is bound; (iii) subject to the filings and other matters referred to in Section 2.4(b), violate any national, foreign, federal, state, provincial or local law, rule, regulation, statute, ordinance, guideline, code or other legally enforceable requirement (including common law) ("Law") applicable to CSC, the Seller or any of the Dyn International Companies, or any of their respective properties or any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative, of any Governmental Entity ("Judgment"), applicable to CSC, the Seller or any of the Dyn International Companies currently in effect; or (iv) result in the creation or imposition of any Lien upon the DI Interests or upon any asset of any of the Dyn International Companies, other than, (1) in the case of clauses (ii) and (iii) above, such as would not, individually or in the aggregate, result in a Company Material Adverse Effect and (2) in the case of clause (iv) above, such Liens as may be incurred in connection with Acquisition's financing of the transactions contemplated hereby.
(b) No consent, approval, order or authorization of, or declaration, registration or filing with, or notice to, any nation or government or multinational body, any state, agency, commission or other political subdivision thereof or any entity (including a court or arbitration tribunal) exercising executive, legislative, judicial, regulatory or administration f...
Noncontravention; Consents and Approvals. (a) Except as set forth in Schedule 4.3, assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained pursuant to Section 4.3(b), the execution and delivery of this Agreement and the Christian Ancillary Documents by Christian and the consummation by Christian of the transactions contemplated hereby and thereby will not (i) conflict with or violate any provisions of the articles of incorporation or bylaws of Christian,(ii) violate any statute, ordinance, rule, regulation, order, judgment or decree applicable to Christian or by which Christian or any of the WCFC Assets may be bound or affected (assuming the compliance therewith of Paxsxx- 00), or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the WCFC Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Christian is a party or by which it or any of the WCFC Assets are bound or affected, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults that would not, individually or in the aggregate, have a WCFC Material Adverse Effect.
(b) No consent, waiver, license, approval, authorization, order or permit or registration or filing with or notification to any governmental entity or other third party is necessary for the execution and delivery of this Agreement and the Christian Ancillary Documents by Christian or the consummation by Christian of the transactions contemplated by this Agreement and the Christian Ancillary Documents or the compliance by Christian with any provision of this Agreement and the Christian Ancillary Documents, except (i) the FCC Consent, (ii) filings with respect to sales and other transfer taxes, (iii) such filings as may be required under the HSR Act, (iv) such filings, registrations, notifications, permits, authorizations, consents or approvals that result solely from specific legal or regulatory status of Paxsxx-00 or as a result of any other facts that specifically relate to the business or activities in which Paxsxx-00 is engaged, and (v) the consent of or notice to each party identified on Schedule 4.3.
Noncontravention; Consents and Approvals. (a) Except as set forth in Schedule 5.3, assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained pursuant to Section 5.3(b), the execution and delivery of this Agreement and the Paxsxx-00 Ancillary Documents by Paxsxx-00 and Cocoxx Xxxia and the consummation by each of Paxsxx-00 and Cocoxx Xxxia of the transactions contemplated hereby and thereby will not (i) conflict with or violate any provisions of its certificate of incorporation or bylaws, (ii) violate any statute, ordinance, rule, regulation, order, judgment or decree applicable to Paxsxx-00 or Cocoxx Xxxia or by which Paxsxx-00 or Cocoxx Xxxia or any of the KWOK Xxxets may be bound or affected (assuming the compliance therewith of Christian), or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the KWOK Xxxets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Paxsxx-00 or Cocoxx Xxxia is a party or by which it or any of the KWOK Xxxets are bound or affected, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults that would not, individually or in the aggregate, have a KWOK Xxxerial Adverse Effect.
(b) No consent, waiver, license, approval, authorization, order or permit or registration or filing with or notification to any governmental entity or other third party is necessary for the execution and delivery of this Agreement and the Paxsxx-00 Ancillary Documents by Paxsxx-00 or the consummation by Paxsxx-00 or Cocoxx Xxxia of the transactions contemplated by this Agreement and the Paxsxx-00 Ancillary Documents or the compliance by Paxsxx-00 with any provision of this Agreement and the Paxsxx-00 Ancillary Documents, except (i) the FCC Consent, (ii) filings with respect to sales and other transfer taxes, (iii) such filings as may be required under the HSR Act, (iv) such filings, registrations, notifications, permits, authorizations, consents or approvals that result solely from the specific legal or regulatory status of Christian or as a result of any other facts that specifically relate to the business or activities in which Christian is engaged, and (v) the consent of or notice to each par...
Noncontravention; Consents and Approvals. (a) Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.3(b), the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not (i) conflict with or result in any breach of any provision of the articles of incorporation or bylaws of Buyer, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under the terms, conditions or provisions of any note, bond, mortgage, indenture, license agreement or other instrument or obligation to which Buyer is a party, or by which Buyer or any of its properties or assets are bound, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not impair the ability of Buyer to consummate the transactions contemplated hereby.
(b) No filing or registration with, or notification to, and no permit, authorization, consent or approval of, any governmental entity is required by Buyer in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.
Noncontravention; Consents and Approvals. (a) regulation applicable to Seller or any of its properties or assets.
(b) Except for those consents and approvals as set forth on Section 4.3(b) of the Disclosure Schedule (the "Required Consents"), no filing or registration with, or notification to, and no permit, authorization, consent or approval of, any governmental entity is necessary for the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated by this Agreement, except such filings, registrations, notifications, permits, authorizations, consents or approvals that result solely from the specific legal or regulatory status of Buyer or as a result of any other facts that specifically relate to the business or activities in which Buyer is engaged.
