Common use of Powers; Consents; Absence of Conflicts With Other Agreements, Etc Clause in Contracts

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery and performance of this Agreement and the documents described herein by Seller of the transactions contemplated by this Agreement and documents described herein, as applicable: (a) are not in contravention or violation of the terms of the bylaws of Seller or the Operating Agreement; (b) except as set forth on Schedule 5.3, do not require any material Approval or Permit of, or filing or registration with, or other action by, any Governmental Entity to be made or sought by Seller, Company or any of their respective Affiliates; and (c) assuming the Approvals and Permits set forth on Schedule 5.3 are obtained, will not conflict in any material respect with, or result in any violation of or default under (with or without notice or lapse of time or both), or give rise to a right of termination, cancellation, acceleration or augmentation of any obligation or loss of a material benefit under, or result in the creation of any material Encumbrance (other than Permitted Encumbrances) upon the Hospital or any of its material assets under (i) any Hospital Contract or (ii) any Law applicable to the Hospital or any of its material assets; provided, however, that no representation or warranty is given with respect to consents or approvals required under any of the Hospital Contracts to consummate the transactions contemplated under this Agreement.

Appears in 1 contract

Samples: Debt and Equity Purchase Agreement (Medcath Corp)

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Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery and performance of this Agreement and the documents described herein by Seller of the transactions contemplated by this Agreement and documents described herein, as applicable: (a) are not in contravention or violation of the terms of the bylaws limited partnership agreement of Seller or the Operating AgreementSeller; (b) except as set forth on Schedule 5.35.2, do not require any material Approval or Permit of, or filing or registration with, or other action by, any Governmental Entity to be made or sought by Seller, Company Seller or any of their respective its Affiliates; and (c) assuming the Approvals and Permits set forth on Schedule 5.3 5.2 are obtained, will not conflict in any material respect with, or result in any violation of or default under (with or without notice or lapse of time or both), or give rise to a right of termination, cancellation, acceleration or augmentation of any obligation or to loss of a material benefit under, or result in the creation of any material Encumbrance (other than Permitted Encumbrances) upon the Hospital or any of its material assets the Purchased Assets under (i) any Hospital Assumed Contract or (ii) any Law applicable to the Hospital or any of its material assetsthe Purchased Assets; provided, however, provided that no representation or warranty is given with respect to consents or approvals required under to assign any of the Hospital Contracts to consummate the transactions contemplated under this AgreementAssumed Contracts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medcath Corp)

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery and performance of this Agreement and the documents described herein by Seller of the transactions contemplated by this Agreement and documents described herein, as applicable: (a) are not in contravention or violation of the terms of the bylaws operating agreement of Seller or the Operating AgreementSeller; (b) except as set forth on Schedule 5.35.2, do not require any material Approval or Permit of, or filing or registration with, or other action by, any Governmental Entity to be made or sought by Seller, Company Seller or any of their respective its Affiliates; and (c) assuming the Approvals and Permits set forth on Schedule 5.3 5.2 are obtained, will not conflict in any material respect with, or result in any violation of or default under (with or without notice or lapse of time or both), or give rise to a right of termination, cancellation, acceleration or augmentation of any obligation or to loss of a material benefit under, or result in the creation of any material Encumbrance (other than Permitted Encumbrances) upon the Hospital or any of its material assets the Purchased Assets under (i) any Hospital Assumed Contract or (ii) any Law applicable to the Hospital or any of its material assetsthe Purchased Assets; provided, however, provided that no representation or warranty is given with respect to consents or approvals required under to assign any of the Hospital Contracts to consummate the transactions contemplated under this AgreementAssumed Contracts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medcath Corp)

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Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery and performance of this Agreement and the documents described herein by Seller Seller, the Company, and the Company Subsidiaries of the transactions contemplated by this Agreement and documents described herein, as applicable: (a) are not in contravention or violation of the terms of the bylaws operating agreement of Seller or the Company Subsidiaries or the Operating Agreement; (b) except as set forth on Schedule 5.3, do not require any material Approval or Permit of, or filing or registration with, or other action by, any Governmental Entity to be made or sought by Seller, Company or any of their respective Affiliates; and (c) assuming the Approvals and Permits set forth on Schedule 5.3 are obtained, will not conflict in any material respect with, or result in any violation of or default under (with or without notice or lapse of time or both), or give rise to a right of termination, cancellation, acceleration or augmentation of any obligation or loss of a material benefit under, or result in the creation of any material Encumbrance (other than Permitted Encumbrances) upon the Hospital or any of its material assets under (i) any Hospital Contract or (ii) any Law applicable to the Hospital or any of its material assets; provided, however, that no representation or warranty is given with respect to consents or approvals required under any of the Hospital Contracts to consummate the transactions contemplated under this Agreement.

Appears in 1 contract

Samples: Debt and Equity Purchase Agreement (Medcath Corp)

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