Noncontravention; Governmental Approvals. (a) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the certificate of incorporation or bylaws of the Buyer or (ii) violate any law or order or other restriction of any governmental entity to which the Buyer may be subject.
(b) The execution and delivery of this Agreement by the Buyer does not, and the performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental body.
Noncontravention; Governmental Approvals. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under the respective Certificates of Incorporation or By-laws of SCI or Merger Sub. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of SCI or Merger Sub or any of SCI’s other Subsidiaries under (i) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise, license or similar authorization applicable to SCI or Merger Sub or any of SCI’s other Subsidiaries or their respective properties or assets or (ii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SCI or any of its Subsidiaries or their respective properties or assets, other than any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect on SCI. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by SCI or Merger Sub or any of SCI’s other Subsidiaries in connection with the execution and delivery of this Agreement by SCI and Merger Sub or the consummation by SCI and Merger Sub of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act and any applicable filings and approvals under similar foreign antitrust or competition laws and regulations; (2) the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), and applicable state securities or “Blue Sky” laws, as may be required in connectio...
Noncontravention; Governmental Approvals. (a) Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the certificate of incorporation or bylaws of either Seller or the constitutive or governing documents of any Stockholder that is not a natural person, (ii) violate any Law or Order or other restriction of any Governmental Entity to which either Seller, the Stockholder or the Assets may be subject or (iii) except as set forth on Schedule 4.4, conflict with, result in a breach of, constitute a default under, result in the acceleration of any right or obligation under, create in any party the right to accelerate, terminate, modify, cancel or require any notice under or result in the creation of a Lien on any of the Assets under, any Contract or Permit to which either Seller or any Stockholder is a party or by which it is bound or to which it or any of its properties or assets is subject.
(b) The execution and delivery of this Agreement and the Ancillary Agreements by the Sellers and the Stockholder do not, and the performance of this Agreement and the Ancillary Agreements by the Sellers and the Stockholder and the consummation of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.
Noncontravention; Governmental Approvals. (a) Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the certificate of incorporation or bylaws of the Purchaser or Kidville or (ii) violate any Law or Order or other restriction of any Governmental Entity to which the Purchaser or Kidville may be subject.
(b) The execution and delivery of this Agreement and the Ancillary Agreements by the Purchaser and Kidville do not, and the performance of this Agreement and the Ancillary Agreements by the Purchaser and Kidville and the consummation of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.
Noncontravention; Governmental Approvals. (a) Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the certificate of incorporation or by-laws of either Seller Party, (ii) violate any Law or Order or other restriction of any Governmental Entity to which either Seller Party or the Assets may be subject or (iii) except as set forth on Schedule 4.3(a), conflict with, result in a breach of, constitute a default under, result in the acceleration of any right or obligation under, create in any party the right to accelerate, terminate, modify, cancel or require any notice under or result in the creation of a Lien on any of the Assets under, any contract or permit to which either Seller Party is a party or by which such Person is bound or to which such Person or any of such Person’s properties or assets is subject.
(b) The execution and delivery by each Seller Party of this Agreement and the Ancillary Agreements to which each Seller Party is a party do not, and the performance by each Seller Party of this Agreement and the Ancillary Agreements to which each Seller Party is a party and the consummation by each Seller Party of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.
Noncontravention; Governmental Approvals. (a) Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the certificate of incorporation or bylaws of either Purchaser or (ii) violate any Law or Order or other restriction of any Governmental Entity to which either Purchaser may be subject.
(b) The execution and delivery by each Purchaser of this Agreement and the Ancillary Agreements to which it is a party do not, and the performance by each Purchaser of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Purchaser of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.
Noncontravention; Governmental Approvals. Neither the execution, delivery or performance of any Transaction Document to which such KA Owner is a party nor the consummation of the Transactions will, with or without notice or lapse of time or both, (a) if such KA Owner is not an individual, violate any provision of its Organizational Documents,
Noncontravention; Governmental Approvals. Neither the execution, delivery or performance of any Transaction Document by a KA Entity nor the consummation of the Transactions will, with or without notice or lapse of time or both, (a) violate any provision of the Organizational Documents of any KA Entity or KA Fund, (b) violate, or require any material notice or material Consent under, any Law to which any KA Entity or KA Fund or any of such Person’s assets is subject (including any Consent with FERC), (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of any right or obligation under, require any notice or Consent under, or create in any Person the right to accelerate, terminate, modify, cancel, revoke or exercise any other remedy under, any (i) Material Contract or (ii) Permit, or (d) result in the creation of a Lien on any assets of any KA Entity or KA Fund, except, in the case of clauses (c)(ii) and (d) of this Section 4.2, to the extent that any such conflict, breach, default, right or Lien would not result in a KA Material Adverse Effect or a Material Fund Change.
Noncontravention; Governmental Approvals. Neither the execution, delivery or performance of any Transaction Document nor the consummation of the Transactions will, with or without notice or lapse of time or both, (a) violate any provision of the Organizational Documents of any Buyer Affiliate, (b) violate, or require any material notice or material Consent under, any Law to which any Buyer Affiliate or any of its assets is subject, (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of any right or obligation under, require any notice or Consent under, or create in any Person the right to accelerate, terminate, modify, cancel, revoke or exercise any other remedy under, any Contract or Permit to which any Buyer Affiliate is a party or subject to or to which any of its assets is subject or (d) result in the creation of a Lien on any of its assets, except, in the case of clauses (c) and (d), to the extent that any such violation, conflict, breach, default, Lien or other matter would not result in an Ares Material Adverse Effect.
Noncontravention; Governmental Approvals. (a) Neither the execution, delivery or performance of this Agreement or related agreements, nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the certificate of incorporation or bylaws of the Buyer or (ii) violate any law or order or other restriction of any governmental entity to which the Buyer may be subject.
(b) The execution and delivery of this Agreement and any related agreements by the Buyer do not, and the performance of this Agreement and related agreements by the Buyer and the consummation of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of any governmental entity.
