Noncontravention of Contemplated Transactions; Consents and Government Approvals Sample Clauses

Noncontravention of Contemplated Transactions; Consents and Government Approvals. The execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by Buyer and the consummation thereof do not and will not: (i) violate any Requirements of Law applicable to Buyer or any Order to which Buyer is subject or by which Buyer’s properties are bound; or (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both might constitute) a default under any material contract of Buyer, or (iii) violate Buyer’s certificate of incorporation or bylaws. Except as set forth on Schedule 6.3, no Consent or Xxxxxxxxxx Xxxxxxxx is required for Buyer’s entering into and performance of this Agreement or any of the Transaction Documents to be executed by Buyer or in connection with Buyer’s consummation of the transactions contemplated by this Agreement.
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Noncontravention of Contemplated Transactions; Consents and Government Approvals. (a) Except as set forth on Schedule 4.4(a), the execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by Seller and Company, as applicable, and the consummation thereof do not and will not (i) violate any Requirements of Law applicable to Seller and Company or any Order to which Seller or Company is subject or by which the properties of Seller or Company are bound, (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both might constitute) a default under any Permit, License, Unexpired Lease or material Contract of Company related to the Business, (iii) result in the creation of any Adverse Claim upon the Business, or (iv) violate any of Company’s articles of incorporation, bylaws or other governing or constituting documents or any other agreement to which Seller or Company is subject or by which any of its properties are bound except, in each such case, where such violation or conflict would not be reasonably expected to effect Seller’s or Company’s ability to consummate the Transactions. Notwithstanding the foregoing, Seller and Company do not make any representations regarding any requirements for any Person to give notice or obtain consent in connection with the Transactions to the extent such requirements are set forth in any Contracts between Company and its customers (the “Customer Contracts”); provided, however, the term “Customer Contracts” shall not be deemed to include any vendor management Contracts or similar arrangements. (b) Except as set forth on Schedule 4.4(b), no Consent or Regulatory Approval is required for Seller and Company to enter into and perform this Agreement or any of the Transaction Documents to be executed by Seller or Company, or in connection with the Seller’s or Company’s consummation of the Transactions. 4.5
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Noncontravention of Contemplated Transactions; Consents and Government Approvals. The execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by each of Purchaser and Merger Subsidiary, as applicable, and the consummation thereof do not and will not (a) violate any Requirements of Law applicable to Purchaser or Merger Subsidiary or any Order to which Purchaser or Merger Subsidiary is subject or by which the properties of Purchaser or Merger Subsidiary are bound, or (b) violate Purchaser’s or Merger Subsidiary’s certificate of incorporation or bylaws. Except as set forth on Schedule 5.3, no Consent or Regulatory Approval is required for each of Purchaser and Merger Subsidiary to enter into and perform this Agreement or any of the Transaction Documents to be executed by Purchaser or Merger Subsidiary, or in connection with Purchaser’s or Merger Subsidiary’s consummation of the Transactions.
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Noncontravention of Contemplated Transactions; Consents and Government Approvals. (a) The execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by Sellers or Members, as applicable, and the consummation thereof do not and will not (i) violate any Requirements of Law applicable to any Seller or any Member or any Order to which any Seller or any Member is subject or by which any of their respective properties are bound, (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both might constitute) a default under, or result in the creation of any Adverse Claim upon any of the Businesses, any of the Purchased Assets, or any of the Assumed Liabilities by reason of or pursuant to, any of Sellers' or, in the case of any Member that is not an individual, such Member's articles of organization, operating agreement or other governing or constituting documents or any contracts to which any Seller or any Member is subject or by which any of their respective properties are bound.
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Noncontravention of Contemplated Transactions; Consents and Government Approvals. The execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by Purchaser and the consummation thereof do not and will not (a) violate any Requirements of Law applicable to Purchaser or any Order to which Purchaser is subject or by which the properties of Purchaser are bound, or (b) violate Purchaser’s certificate of incorporation or bylaws. Except as set forth on Schedule 5.3, no Consent or Regulatory Approval is required for Purchaser to enter into and perform this Agreement or any of the Transaction Documents to be executed by Purchaser, or in connection with Purchaser’s consummation of the Transactions. 5.4 Litigation. There is no suit, claim, action or proceeding pending or, to the best of Purchaser’s knowledge, threatened against or affecting either Purchaser which would, individually or in the aggregate, adversely affect or restrict the ability of Purchaser to consummate fully the Transactions. 5.5 Authorized Shares. Purchaser has sufficient shares of Purchaser Stock authorized to deliver the Initial Acquisition Consideration, free and clear of all Liens. ARTICLE VI. COVENANTS 6.1 Public Announcements. Seller and Company, on the one hand, and Purchaser, on the other hand, shall consult with each other before issuing any press release or otherwise making any public statement with respect to the Acquisition or any of the Transactions. Without limiting the generality of the foregoing, neither Seller or Company, on the one hand, nor Purchaser, on the other hand, shall, and neither shall permit any of its respective Affiliates to, make any disclosure regarding the Acquisition or any of the Transactions prior to Closing unless (a) the other parties shall have approved such disclosure, or (b) such disclosure is required by applicable law, in which case the disclosing party shall use its reasonable best efforts to consult with the other parties before issuing any such release or making any such public statement. 19 6.2
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Noncontravention of Contemplated Transactions; Consents and Government Approvals. (a) Except as set forth on Schedule 4.4(a), the execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by the Parent and the Company, as applicable, and the consummation thereof do not and will not (i) violate any Requirements of Law applicable to Parent or the Company or any Order to which Parent or the Company is subject or by which the properties of Parent or the Company are bound, (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both might constitute) a default under any Permit, License, Unexpired Lease or material Contract of the Company related to the Business, (iii) result in the creation of any Adverse Claim upon the Business, or (iv) violate any of Parent’s or the Company’s articles of incorporation or organization, as applicable, bylaws or other governing or constituting documents or any other agreement to which Parent or the Company is subject or by which any of its properties are bound except, in each such case, where such violation or conflict would not be reasonably expected to effect Parent’s ability to consummate the Transactions.
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Noncontravention of Contemplated Transactions; Consents and Government Approvals. (a) Except as set forth on Schedule 5.4(a), the execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by the Sellers, as applicable, and the consummation thereof do not and will not (i) violate any Requirements of Law applicable to the Sellers or any Order to which the Sellers are subject or by which any of their respective properties are bound, (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both could reasonably be expected to constitute) a default under any Permit, License, Unexpired Lease or material Contract of the Sellers related to any Business, (iii) result in the creation of any Adverse Claim upon any of the Businesses, any of the Purchased Assets, or any of the Assumed Liabilities, or (iv) violate the Selling Entity’s articles of incorporation, bylaws or any other agreement to which the Sellers are subject or by which any their properties are bound.
Sample 1
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Noncontravention of Contemplated Transactions; Consents and Government Approvals. The execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by Purchaser and the consummation thereof do not and will not (a) violate any Requirements of Law applicable to Purchaser or any Order to which Purchaser is subject or by which the properties of Purchaser are bound, or (b) violate Purchaser’s certificate of incorporation or bylaws. Except as set forth on Schedule 5.3, no Consent or Regulatory Approval is required for Purchaser to enter into and perform this Agreement or any of the Transaction Documents to be executed by Purchaser, or in connection with Purchaser’s consummation of the Transactions.
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Related to Noncontravention of Contemplated Transactions; Consents and Government Approvals

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • 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.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • No Violations; Consents and Approvals (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by him or her of the transactions contemplated hereby nor compliance by him or her with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (A) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which the Stockholder or any of the Stockholder's assets may be subject, or (B) require a Consent from any Person; except, in the case of clause (A), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.

  • 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.

  • Third Party Consents and Approvals The parties shall have obtained ---------------------------------- all third-party consents and approvals that are necessary for: (a) the consummation of the transactions contemplated by this Agreement and the Other Documents; and (b) the assignment and transfer of the Shares to Purchaser; provided, however, that notwithstanding the foregoing, neither Purchaser nor the Shareholders shall be required to pay any remuneration to third parties in exchange for such party's consent or approval, or to file any lawsuit or other action to obtain any such consent or approval.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

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