No Approvals; Conflict. Except for (and subject to obtaining) the approval of the Court and any other approvals of Governmental Authorities identified in Section 5(b) of the Disclosure Letter, and except for (and subject to obtaining) any consents required in connection with the assignment to Buyer of the Assumed Contracts (which consents are identified in Section 5(b) of the Disclosure Letter), the execution, delivery and performance by Sellers of this Agreement and the Transaction Documents, the fulfillment of and compliance with the respective terms and provisions hereof and thereof by Sellers and the consummation of the transactions contemplated hereby and thereby by Sellers do not and will not (i) require any consent, authorization or approval of or any filing or registration with any Governmental Authority or other Person; (ii) result in a breach of any material obligation; (iii) constitute a material default or an event creating rights of acceleration, termination or cancellation or a loss of material rights; or (iv) result in the creation or imposition of any material Lien upon any of the Acquired Assets, in each case under any provision of (A) and of the certificates of incorporation or by-laws of Sellers; or (B) any material contract, lease or agreement to which any of the Sellers is a party.
No Approvals; Conflict. Except for the approval of the Bankruptcy Court, the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents, the fulfillment of and compliance with the respective terms and provisions hereof and thereof by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer do not and will not require any consent, authorization or approval of or any filing or registration with any Governmental Authority or other Person.
No Approvals; Conflict. Except for the approval of the Court, the execution, delivery and performance by Buyer of this Agreement and the Transaction Documents, the fulfillment of and compliance with the respective terms and provisions hereof and thereof by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer do not and will not (i) require any consent, authorization or approval of or any filing or registration with any Governmental Authority or other Person, (ii) result in a breach of any material obligation, (iii) constitute a material default or an event creating rights of acceleration, termination or cancellation or a loss of material rights, or (iv) result in the creation or imposition of any material Lien upon any of the Acquired Assets, in each case under any provision of (A) the articles of incorporation or bylaws of Buyer, (B) any material contract, lease or agreement to which Buyer is a party or (C) any Law to which Buyer or any of the Acquired Assets is or are subject.
No Approvals; Conflict. The execution, delivery and performance by ---------------------- Buyer of this Agreement and the Transaction Documents, the fulfillment of and compliance with the respective terms and provisions hereof and thereof by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer do not and will not require any consent, authorization or approval of or any filing or registration with any Governmental Authority or other Person under any provision of (A) the certificate of incorporation or by-laws of Buyer, (B) any material contract, lease or agreement to which Buyer is a party or (C) any Law to which Buyer or any of its assets is or are subject.
No Approvals; Conflict. Except for the approval of the Court, the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents, the fulfillment of and compliance with the respective terms and provisions hereof and thereof by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer do not and will not (i) require any consent, authorization or approval of or any filing or registration with any Governmental Authority or other Person; (ii) result in a breach of any material obligation; or (iii) as of the Closing Date, constitute a default or an event creating rights of acceleration, termination or cancellation or a loss of material rights, in each case under any provision of (A) the certificates of incorporation or by-laws of Buyer; or (B) any material contract, lease or agreement to which Buyer is a party.
No Approvals; Conflict. 12 (c) Litigation......................................................................12 (d) Financial Statements............................................................12 e)
No Approvals; Conflict. The execution, delivery and performance by Buyer of this Agreement will not (A) violate the certificate of incorporation or bylaws of Buyer, (B) upon the receipt of necessary approvals or termination of the waiting period under the HSR Act, violate any applicable Law or order or (C) require any filing with or permit, consent or approval of, or the giving of any notice to, any Person, except in the case of clauses (B) and (C) for filings and approvals under the HSR Act, filings for local business licenses and filings required by the Consumer Credit Commissioner of the State of Texas, the South Carolina Board of Financial Institutions, the Georgia Industrial Loan Commissioner, the Tennessee Commissioner of Financial Institutions, the Oklahoma Administrator of Credit and the Alabama Department of Banking and such other filings, permits, consents, approvals or notices and violations that, individually or in the aggregate would not reasonably be expected to materially and adversely affect Buyer’s right or ability to consummate the transactions contemplated by this Agreement.
No Approvals; Conflict. Except for the approval of the Court, and the Federal Trade Commission and Justice Department in connection with the HSR Filing, the execution, delivery and performance by Buyer of this Agreement and the Transaction Documents, the fulfillment of and compliance with the respective terms and provisions hereof and thereof by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer do not and will not (i) require any consent, authorization or approval of or any filing or registration with any Governmental Authority or other Person, (ii) result in a breach of any material obligation, (iii) constitute a material default or an event creating rights of acceleration, termination or cancellation or a loss of material rights or (iv) result in the creation or imposition of any material Lien upon any of the Acquired Assets, in each case under any provision of (A) the certificate of incorporation or by-laws of Buyer, (B) any material contract, lease or agreement to which Buyer is a party or (C) any Law to which Buyer or any of the Acquired Assets is or are subject.
No Approvals; Conflict. Except for (and subject to obtaining) the approval of any Governmental Authorities identified in Schedule 5(b), and except for (and subject to obtaining) any consents required in connection with the assignment to Buyer of the Acquired Contracts, Real Property Leases and Personal Property Leases (which consents are identified in Schedule 5(b)), the execution, delivery and performance by Sellers of this Agreement and the Transaction Documents, the fulfillment of and compliance with the respective terms and provisions hereof and thereof by Sellers and the consummation of the transactions contemplated hereby and thereby by Sellers do not and will not (i) require any consent, authorization or approval of or any filing or registration with any Governmental Authority or other Person; (ii) result in a breach of any material obligation; (iii) constitute a default or an event creating rights of acceleration, termination or cancellation or a loss of material rights; or (iv) result in the creation or imposition of any Lien upon any of the Acquired Assets, in each case under any provision of (A) the certificates of incorporation or bylaws of Sellers; or (B) any material contract, lease or agreement to which any of Sellers is a party.
No Approvals; Conflict. The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to be entered into by Buyer, the fulfillment of and compliance with the respective terms and provisions hereof and thereof by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer do not and will not (i) require any consent, authorization or approval of or any filing or registration with any Governmental Authority or other Person, (ii) result in a breach of any material obligation, (iii) constitute a material default or an event creating rights of acceleration, termination or cancellation or a loss of material rights or (iv) result in the creation or imposition of any material Lien, in each case under any provision of (A) the certificate of incorporation or bylaws of Buyer, (B) any material contract, lease or agreement to which Buyer is a party or (C) any Law to which Buyer is subject.
