Consents; No Violation. None of the execution and delivery of this Agreement by the Company, the consummation of the transactions contemplated hereby or the discharge of its obligations hereunder will, except as set forth on the Disclosure Schedule (i) conflict with, or result in a breach or a violation of, any provision of the Certificate of Incorporation or By-laws of the Company or any of its subsidiaries; (ii) constitute, with or without notice, the passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment, acceleration or the loss of any material benefit under any Laws or any mortgage, indenture, lease, license, agreement or other instrument of the Company or any of its subsidiaries, or to which the Company or any of its subsidiaries or any of their respective properties is subject, except for breaches, violations, defaults, liens, or rights of termination, modification, cancellation, prepayment or acceleration which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or materially adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (iii) require any consent, approval or authorization of, notification to, or filing with, any Governmental Entity or from any other third parties, on the part of the Company or any of its subsidiaries other than (v) required consents identified on the Disclosure Schedule, (w) the filing of a certificate of merger with respect to the Merger in accordance with the DGCL, (x) filings required under the HSR Act, (y) any applicable filings under federal and state securities laws or state anti-takeover laws, and (z) consents, approvals, authorizations, notifications or filings the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, to have a
Consents; No Violation. (a) Except as set forth on Schedule 4.5(a) of the Olivetti Disclosure Schedule, there is no requirement applicable to Olivetti, any Olivetti Affiliate, Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary to give any notice to, make any filing with, or obtain any consent or approval of, any Person or Governmental Authority (as defined in Section 12.11) (in its capacity as a customer of Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary) in connection with the execution and delivery of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby except any individual such notice, filing, consent or approval the failure of which to give, does not cause Olsy, Olsy Japan, Olsy Brazil and the Controlled Subsidiaries to lose aggregate (without duplication) revenue of U.S. $1,500,000 (or an equivalent amount in another currency) or more or incur aggregate (without duplication) cost or expense of U.S. $250,000 (or an equivalent amount in another currency) or more (including, without limitation, cost or expense incurred in giving, making or obtaining such notice, filing, consent or approval). Olivetti shall reimburse Wang for all costs and expenses (in excess of the first U.S. $2,000,000 thereof) associated with Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary giving any notice to, making any filing with, or obtaining any consent or approval of, any Person or Governmental Authority (in its capacity as a customer of Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary) required to be given, made or obtained in connection with the execution and delivery of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby which are not set forth on Schedule 4.5(a) of the Olivetti Disclosure Schedule.
Consents; No Violation. (a) Other than as set forth on Schedule 6.3, no authorization, consent, Order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Authority is necessary, under applicable Law, for the consummation by the Pfizer Parties of the Transactions other than such authorizations, consents, Orders, licenses, permits, approvals, registrations, declarations, notices and filings (i) as have already been obtained or (ii) the failure of which to be obtained would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Consents; No Violation. Neither the execution, delivery or performance by Moneyline of this Agreement and the Transaction Agreements to which it is a party nor the consummation of the transactions contemplated hereby and thereby, will (i) conflict with or result in a breach of any provision of the certificate of formation or limited liability company agreement of Moneyline; (ii) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, modification or acceleration of the performance required by or a loss of a benefit under, any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement, commitment, contract or other instrument or obligation to which Moneyline is a party or by which its respective properties are bound or affected; (iii) violate any Order applicable to Moneyline or by which its properties is bound or affected; (iv) result in the creation of any material Encumbrance; or (v) require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Authority or any other Person on the part of Moneyline.
Consents; No Violation. To the knowledge of the Buyer, except as set forth in Schedule 5.3, no consent, action, permit, license, approval or authorization of, or material registration, declaration or filing with, any person or a governmental authority is required or necessary to be obtained by the Buyer in connection with the execution, delivery and performance by the Buyer of this Agreement, including the consummation of the transactions contemplated hereby. The Buyer is not in default under the terms of the Senior Indebtedness (as defined in the Debenture). The Buyer has adequate financing to pay the Purchase Price.
Consents; No Violation. Except as set forth in Schedule 4.4, neither the execution nor delivery of this Agreement, the consummation of the transactions contemplated hereby and thereby (including, without limitation, the assignment of the Assumed Contracts), nor the compliance with any of the provisions hereof and thereof, (i) violates any statute or law or any rule, regulation, order, award, judgment or decree of any court or governmental authority, affecting the Company in any material way, (ii) violates or conflicts with or constitutes a default under any contract, commitment, agreement, understanding, arrangement, trust or restriction of any kind to which the Company is a party, by which it is bound or which otherwise in any way affects it, (iii) will cause, or give any persons valid grounds to cause (with or without notice, the passage of time or both), the maturity of any debt, any liability or obligation of the Company to be accelerated, or will increase any such liability or obligation, (iv) requires any filing with, the notification of, or the obtaining of any permit, authorization, consent or approval of any third party or governmental or regulatory authority, foreign or domestic, or (v) violates or conflicts with the Certificate of Incorporation or By-Laws, as amended, of the Company.
Consents; No Violation. Neither the execution or delivery of this Agreement, the Lease Agreement, the Proprietary Rights Assignment, the Employment Agreement, the Right of First Refusal Agreement or the Related Instruments, the consummation of the transactions contemplated hereby or thereby, nor the compliance with any of the provisions hereof or thereof by such Shareholder does or will, with or without the giving of notice or the passage of time, or both, violate, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to any franchise, mortgage, deed of trust, lease, license, agreement, law, rule or regulation or any order, judgment or decree to which any of the Shareholders or the Company is a party or by which such Shareholder may be bound or affected. None of the execution, delivery or performance of this Agreement, the Lease Agreement, the Proprietary Rights Assignment, the Employment Agreement, the Right of First Refusal Agreement or the Related Instruments by such Shareholder requires the consent or approval of any governmental body or entity.
Consents; No Violation. Neither the execution or delivery of this Agreement, the Lease Agreement, the Employment Agreement or the Right of First Refusal Agreement, the consummation of the transactions contemplated hereby and thereby, nor the compliance with any of the provisions hereof and thereof, (i) violates any statute or law or any rule, regulation, order, award, judgment or decree of any court or governmental authority, affecting the Purchaser or LVC in any way, (ii) violates or conflicts with or constitutes a default under any contract, commitment, agreement, understanding, arrangement, trust or restriction of any kind to which the Purchaser or LVC is a party, by which it is bound or which otherwise in any way affects it, (iii) will cause, or give any persons valid grounds to cause (with or without notice, the passage of time or both), the maturity of any debt, liability or obligation of the Purchaser or LVC to be accelerated, or will increase any such liability or obligation, (iv) requires any filing with, the notification of, or the obtaining of any permit, authorization, consent or approval of any third party or governmental or regulatory authority, foreign or domestic, or (v) violates or conflicts with or constitutes a default under the Certificate of Incorporation or By-Laws, as amended, of the Purchaser or LVC.
Consents; No Violation. (a) Except as set forth on Schedule 3.5, neither the execution nor delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the compliance with any of the provisions hereof, (i) violates or conflicts with, breaches, terminates or constitutes a default under the Articles of Incorporation, By-Laws or Operating Agreement of the Company or Subsidiary, (ii) violates or conflicts with any statute or law or any rule, regulation, order, writ, award, judgment or decree of any court or governmental authority of any jurisdiction, or any regulation or restriction of any regulatory or self-regulatory body or agency, affecting the Company, Subsidiary or any Seller, (iii) as of the Closing Date, violates or conflicts with, results in the breach or termination of, or constitutes a default under, or permits any other party to terminate, any contract, commitment, mortgage, deed of trust, agreement, understanding, arrangement, lease, trust, license or restriction of any kind to which the Company or Subsidiary is a party, or by which its assets are bound, (iv) as of the Closing Date, will cause, or give any persons valid grounds to cause (with or without notice, the passage of time or both), the maturity of any debt, liability or obligation of the Company or Subsidiary to be accelerated, or will increase any such liability or obligation or will result in the imposition of any lien, encumbrance, charge or claim upon any of the assets of the Company or Subsidiary, or (v) requires any filing with, the notification of, or the obtaining of any permit, authorization, consent or approval of, any third party, court or governmental or regulatory authority, foreign or domestic (collectively, the "Required Consents").
Consents; No Violation. Except as set forth on Schedule 4.4, neither the execution nor the delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance with any of the provisions hereof, by the Buyer, including without limitation its payment of the Earn-Out Payments in accordance with this Agreement: (i) violates any statute or law or any rule, regulation, order, award, judgment or decree of any court or governmental authority, affecting the Buyer, (ii) violates or conflicts with, or constitutes a default under any contract, commitment, agreement, understanding, arrangement, trust or restriction of any kind to which the Buyer is a party, by which it is bound or which otherwise in any way affects it, (iii) will cause, or give any persons valid grounds to cause (with or without notice, the passage of time or both), the maturity of any debt, liability or obligation of the Buyer to be accelerated, or will increase any such liability or obligation, (iv) requires any filing with, the notification of, or the obtaining of any permit, authorization, consent or approval of any third party or governmental or regulatory authority, foreign or domestic other than the Federal Reserve Bank of Kansas City or (v) violates or conflicts with or constitutes a default under the certificate of incorporation or by-laws, as amended, of the Buyer.
