Consents; Non-Contravention. The execution, delivery, and performance by Seller and each Member of this Agreement and the Ancillary Documents to which Seller or any Member is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement, or other organizational documents of Seller or any Member; (b) conflict with or result in a violation or breach of any provision of any applicable Law or Governmental Order applicable to Seller or any Member; (c) require the consent, notice or other action by any Person under any Contract to which Seller or any Member is a party; or (d) result in the creation or imposition of any Encumbrance on any of the Purchased Assets. Except as set forth in Section 6.3 of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any Member in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Transactions.
Consents; Non-Contravention. Except for filings under the HSR Act and as set forth in Section 4.4 of the Disclosure Schedule, Seller is not required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the execution and delivery by Seller of this Agreement and the other Transaction Documents to which it is, or at the Closing will be, a party or the consummation of the transactions contemplated herein and therein, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain would not have a Material Adverse Effect. Neither the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which Seller is, or at the Closing will be, a party, nor the consummation of the transactions contemplated herein and therein: (a) will violate any provision of the Governing Documents of Seller; (b) will conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any unsatisfied written or oral contract, agreement, permit, indenture, mortgage, debenture, note or other instrument to which Seller or the Company or the Business is a party or otherwise bound; (c) will violate any applicable Law or Order to which Seller or the Business is subject, or by which the Shares or any Business Assets may be subject or otherwise bound; or (d) will result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the Shares or any Business Assets, except in the case of clauses (b), (c) and (d), for any such conflict, breach, default, event, loss, violation, creation or imposition that would not have a Material Adverse Effect.
Consents; Non-Contravention. (a) Except as set forth on Schedule 4.2, no consent, approval, authorization, exemption or waiver of, or notice or filing with, any Person is required to be obtained, given or made, as applicable, by the Company in connection with the execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is a party, or to consummate the transactions contemplated hereby and thereby.
Consents; Non-Contravention. Except for the filing of a notification and report form under the HSR Act and any other applicable Antitrust Laws and the expiration or termination of the applicable waiting periods thereunder, neither Purchaser nor Merger Sub is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Governmental Authority in connection with its execution and delivery of this Agreement and the other Transaction Documents or the consummation by it of the Transactions. Neither the execution, delivery and performance of this Agreement and the other Transaction Documents by Purchaser or Merger Sub, nor the consummation by it of the Transactions: (a) will violate any provision of the Governing Documents of Purchaser or Merger Sub, in any material respects, (b) will conflict with, result in a material breach of, or constitute a material default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Contract to which Purchaser or Merger Sub is a party, subject or otherwise bound, except in each case where such conflict, breach, default or event would not be material to Purchaser’s or Merger Sub’s ability to consummate the Transactions or to perform their respective obligations under this Agreement and the other Transaction Documents, or (c) will violate any material Law or material Order to which Purchaser or Merger Sub or any of Purchaser’s or Merger Sub’s assets or businesses is subject or otherwise bound.
Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger with the Colorado and New Jersey Secretaries of State and the Articles of Exchange with the Nevada Secretary of State, filings required by applicable federal and state securities laws, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by Fidelity and the Shareholders of this Agreement or the Articles Merger or Articles of Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by UCMC following the Effective Time of the business currently conducted by Fidelity.
Consents; Non-Contravention. (a) Except for the requisite filings under the HSR Act, if any, and the expiration or termination of the waiting period thereunder, and except for all filings and other actions contemplated by the Transaction Documents (including the necessary transfer of filings, notices and approvals required to transfer the Regulatory Approvals from Seller to Purchaser), the execution, delivery and performance by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby will not require any notice to, filing with, or the consent, approval or authorization of, any Person or Governmental Authority.
Consents; Non-Contravention. (a) Except for filings required by applicable federal and state securities Laws, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS of this Agreement or the Asset Acquisition, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries.
Consents; Non-Contravention. (a) Except for the filing of the Certificate of Merger with the appropriate authorities pursuant to the DGCL, no permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Target of this Agreement, the Certificate of Merger, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by Orion following the Effective Time of the business currently conducted by Target.
Consents; Non-Contravention. (a) Except for the filing of a notification and report form under the HSR Act and any other applicable Antitrust Laws and the expiration or termination of the applicable waiting periods thereunder, and the filing of the Certificate of Merger, neither of the Target Companies is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Governmental Authority in connection with the execution and delivery by the Company of this Agreement and the other Transaction Documents or the consummation of the Transactions.
Consents; Non-Contravention. No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Company or any Subsidiary of this Agreement and the Related Documents or the consummation of the transactions contemplated herein and therein, except such as have been obtained or made and are in full force and effect. The execution and delivery of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby and thereby, will not (a) violate any law, rule or regulation applicable to the Company or its Subsidiaries or any provision of the charter or by-laws of the Company or any of its Subsidiaries, (b) conflict with, result in a breach or termination of, or constitute a default under, any provision of any indenture, mortgage, lease (capital or operating) or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets is bound, or any license, judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any of its Subsidiaries or any of their respective activities or properties or (c) result in, or require the creation or imposition of, any Lien upon or with respect to any properties now or hereafter owned by the Company or any of its Subsidiaries other than the Liens created under the Security Agreement and any Subsidiary Security Agreement.
