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 regu...
No Conflicts; Consents and Approvals. (i) The execution, delivery and performance of this Agreement by the Company do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (x) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect.
(ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, i...
No Conflicts; Consents and Approvals. The execution and delivery by Seller of this Agreement and the other Transaction Documents to which Seller is a party do not, and the performance by Seller of its obligations under this Agreement and the Transaction Documents to which Seller is or will be a party will not:
(a) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) assuming all required Consents set forth on Schedule 3.3 (collectively, the “Seller Approvals”) and the Company Consents have been obtained, result in a violation of or a breach of or default, or give rise to any right of termination, cancellation or acceleration), or require any consent of or notice to any Person, under (with or without the giving of notice, the lapse of time, or both) any Contract to which Seller is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, have a material adverse effect on Seller’s ability to perform its obligations under this Agreement or any of the other Transaction Documents to which Seller is or will be a party; and
(c) assuming all the Seller Approvals and the Company Consents have been obtained or given, (i) result in a violation of, or breach any term or provision of, any Law applicable to Seller, except as would not have a material adverse effect on Seller’s ability to perform its obligations under this Agreement or any other Transaction Document to which Seller is a party or (ii) require any Consent of any Governmental Authority under any applicable Law, other than such Consents which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Seller’s ability to perform its obligations under this Agreement or any of the other Transaction Documents to which Seller is or will be a party.
No Conflicts; Consents and Approvals. Except as would not materially and adversely affect Parent’s or Purchaser’s ability to consummate the transactions contemplated hereby, neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act and any Foreign Antitrust Laws, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a breach of any provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any material Contract to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which the assets of Parent or any of their respective Subsidiaries may be bound or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound.
No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller of this Agreement and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;
(b) (i) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law, Order or Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or
(c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted Lien.
No Conflicts; Consents and Approvals. Except as disclosed on Schedule 5.2, the execution and delivery by Sellers of this Agreement do not, and the performance by Sellers of their obligations under this Agreement does not:
(a) assuming the consents disclosed in section (a) of Schedule 5.2 (the “Company Consents”) have been obtained, violate or result in a breach of any of the Charter Documents of any Project Company;
(b) except as set forth in section (b) of Schedule 5.2, and assuming the Company Consents have been obtained, give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or any Subsidiary under any Material Contract, except for any such right, loss, or Lien which would not reasonably be expected to result in a Material Adverse Effect; or
(c) to Sellers’ Knowledge and assuming the Sellers Approvals, the Company Consents, the Buyer Approvals and notifications provided in the ordinary course of business have been made, obtained or given, (i) violate or result in a breach of any Law applicable to any Project Company except for such violations or breaches that would not reasonably be expected to result in a Material Adverse Effect or (ii) require any consent or approval of any Governmental Authority under any Law applicable to any Project Company other than any such consent or approval that, if not made or obtained, would not reasonably be expected to result in a Material Adverse Effect.
No Conflicts; Consents and Approvals. The execution and delivery by Transferee of this Agreement and the performance by Transferee of its obligations hereunder and the consummation by Transferee of the transactions contemplated by this Agreement do not: (a) violate or result in a breach of the Organizational Documents of Transferee, (b) violate or result in a breach or default under any material Contract to which Transferee is a party, except for any such violation or default which would not reasonably be expected to result in a material adverse effect on Transferee’s ability to consummate the transactions contemplated by this Agreement; (c) violate or result in a breach of any Law or order applicable to Transferee, except as would not reasonably be expected to result in a material adverse effect on Transferee’s ability to consummate the transactions contemplated by this Agreement or (d) require any Governmental Authorization, other than, (x) with respect to Governmental Authorization, any filings pursuant to the Exchange Act and listing of the New Common Units on The New York Stock Exchange and (y) in each case, any such consent or approval which, if not made or obtained, would not reasonably be expected to result in a material adverse effect on Transferee’s ability to consummate the transactions contemplated by this Agreement.
No Conflicts; Consents and Approvals. Except as set forth on Schedule 3.8, and subject to obtaining the consents and approvals referred to in Section 2.2(a), the execution, delivery and performance of this Agreement and each other Transaction Document to which the Company or any of its Affiliates is or will be a party and the consummation of the transactions contemplated by this Agreement and by each other Transaction Document to which the Company or any of its Affiliates is or will be a party does not and will not (i) violate or result in a breach of the Governing Documents of the Company or such Affiliate; (ii) violate or result in a material breach of or default under (whether with the giving of notice, the passage of time or both) any Material Contract or Real Property Agreement, or give rise to any right of termination, cancellation or acceleration, or give rise to a material change in terms, thereunder; (iii) violate any Law applicable to, or result in the suspension or revocation of any material Permit held by, a Group Company; (iv) result in the creation of any Lien upon any assets of any Group Company, other than Permitted Encumbrances; or (v) assuming the accuracy of the representations made by Investor and Investor Parent in this Agreement and in the A&R LLC Agreement, and other than such notices that have already been given, filings that have already been made and consents that have already been obtained, require the sending of any notice to, making of any filing with or obtaining of any consent or approval from any Governmental Authority or any other party to any Material Contract or Real Property Agreement, except, in the case of clauses (ii), (iii), (iv) and (v) (x) for filings pursuant to applicable securities laws or (y) as would not be materially adverse to the Company or its relevant Affiliate, including its ability to perform its obligations under this Agreement or any of the other Transaction Documents to which it is or will be a party, or to the Project.
No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Operating Sub’s certificate or articles of incorporation, bylaws or other organizational or charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflict with, or give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any Material Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflict with, any Judgment; (iv) assuming the accuracy of the representations and warranties of the Buyers set forth in Article V above, constitute a violation of, or conflict with, any Law (including United States federal and state securities Laws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, the Company or any of Company’s Assets. The Company is not in violation of its certificate of incorporation, bylaws or other organizational or governing documents and the Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put the Company in default or breach) under, and the Company has 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 Material Contract. Except as specifically contemplated by this Agreement, the Company is not required to obtain any Consent 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 Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Shares in accordance with the terms hereof. All Consents which the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the date hereof.
No Conflicts; Consents and Approvals. The execution and delivery by the Company and the Operating Seller of this Agreement do not, the performance by the Company and the Operating Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not:
(a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of any Company Entity; or
(b) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.17(f) and Schedule 3.18 (collectively, the “Company Approvals”) have been made, obtained or given or waived in writing, (i) be in violation in any material respect of or result in a material breach of or material default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any Company Contract to which any Company Entity is a party, (ii) conflict with, violate or breach in any material respect any term or provision of any Applicable Law applicable to any Company Entity or (iii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, except for approvals required as a result of the business activities of Buyers and their Affiliates.
