Common use of No Conflicts; Governmental Approvals Clause in Contracts

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of Weyerhaeuser and WRECO of each Transaction Document to which it is a party do not, the execution and delivery by each of Weyerhaeuser and WRECO of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the REB Assets under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Weyerhaeuser, WRECO or any WRECO Subsidiary, (ii) any Contract to which Weyerhaeuser, WRECO or any WRECO Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 7.05(b), any Judgment or Law applicable to Weyerhaeuser, WRECO or any WRECO Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB Material Adverse Effect.

Appears in 4 contracts

Samples: Voting Agreement (Weyerhaeuser Co), Voting Agreement (Weyerhaeuser Real Estate Co), Voting Agreement (Weyerhaeuser Co)

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No Conflicts; Governmental Approvals. (a) The execution and delivery by each of Weyerhaeuser and WRECO Purchaser of each Transaction Document to which it is a party do not, the execution and delivery by each of Weyerhaeuser and WRECO Purchaser of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the REB Assets properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the certificate or articles of incorporation and the bylaws (or comparable charter or organizational documents documents) of Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiaryof its subsidiaries, (ii) any Contract to which Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 7.05(b3.03(b), any Judgment judgment, order or Law decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”) applicable to Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Purchaser Material Adverse Effect.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (International Paper Co /New/), Pulpwood Supply Agreement (Weyerhaeuser Co)

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of Weyerhaeuser and WRECO Seller of each Transaction Document to which it is a party do not, the execution and delivery by each of Weyerhaeuser and WRECO Seller of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the REB Assets Transferred Equity Interests or upon any of the Transferred Assets, Assumed Liabilities or the Business under, any provision of (i) the certificate or articles of incorporation and or the bylaws (or comparable charter or organizational documents documents) of Weyerhaeuser, WRECO Seller or any WRECO Subsidiaryother member of the Seller Group, (ii) any Transferred Contract or any other Contract to which Weyerhaeuser, WRECO Seller or any WRECO Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 7.05(b4.03(b), any Judgment or Law applicable to Weyerhaeuser, WRECO Seller or any WRECO Subsidiary other member of the Seller Group, the Business, the Transferred Equity Interests or their respective properties or assetsthe Transferred Assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Business Material Adverse Effect.

Appears in 2 contracts

Samples: Pulpwood Supply Agreement (Weyerhaeuser Co), Assignment and Assumption Agreement (International Paper Co /New/)

No Conflicts; Governmental Approvals. (a) The execution and delivery by Seller and each other member of Weyerhaeuser and WRECO the Seller Group of each Transaction Document to which it is a party do not, the execution and delivery by Seller and each other member of Weyerhaeuser and WRECO the Seller Group of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any issued and outstanding shares of capital stock or other equity interests of the REB Assets Transferred Entity or upon any of the Transferred Assets, Assumed Liabilities or the Business or give rise to an option to purchase or otherwise acquire any part of the Transferred Real Property that has not been waived under, any provision of (i) the certificate or articles of incorporation and or the bylaws or comparable organizational documents of Weyerhaeuser, WRECO Seller or any WRECO Subsidiaryother member of the Seller Group, (ii) any Transferred Contract to which Weyerhaeuser, WRECO or any WRECO Subsidiary is a party or by which any of their respective properties or assets is bound Shared Contract or (iii) subject to the filings, consents and other matters referred to in Section 7.05(b4.03(b), any Judgment or Law applicable to WeyerhaeuserSeller Parent, WRECO any of its subsidiaries, any other member of the Seller Group, the Business, the Transferred Equity Interests or any WRECO Subsidiary or their respective properties or assetsthe Transferred Assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Business Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Weyerhaeuser Co)

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser and each of Weyerhaeuser and WRECO Purchaser Subsidiary of each Transaction Document to which it is a party do not, the execution and delivery by Purchaser and each of Weyerhaeuser and WRECO Purchaser Subsidiary of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the REB Assets properties or assets of Purchaser or any Purchaser Subsidiary under, any provision of (i) the certificate or articles Organizational Documents of incorporation and the bylaws or comparable organizational documents of Weyerhaeuser, WRECO Purchaser or any WRECO Purchaser Subsidiary, (ii) any Contract to which Weyerhaeuser, WRECO Purchaser or any WRECO Purchaser Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filingsGovernmental Filings, consents Governmental Approvals, Consents and other matters referred to in Section 7.05(b4.03(b), any Judgment or Law applicable to Weyerhaeuser, WRECO Purchaser or any WRECO Purchaser Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Purchaser Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (NRG Energy, Inc.)

No Conflicts; Governmental Approvals. (a) The execution and delivery by Parent, each of Weyerhaeuser Seller and WRECO each other Parent Subsidiary of each Transaction Document to which it is a party do not, the execution and delivery by Parent, each of Weyerhaeuser Seller and WRECO each other Parent Subsidiary of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the REB Assets properties or assets of Parent or any Parent Subsidiary under, any provision of (i) the certificate or articles Organizational Documents of incorporation and the bylaws or comparable organizational documents of WeyerhaeuserParent, WRECO Sellers or any WRECO other Parent Subsidiary, (ii) any Contract to which WeyerhaeuserParent, WRECO Sellers or any WRECO other Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filingsGovernmental Filings, consents Governmental Approvals, Consents and other matters referred to in Section 7.05(b5.04(b), any Judgment or Law applicable to Weyerhaeuser, WRECO Parent or any WRECO Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (NRG Energy, Inc.)

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of Weyerhaeuser and WRECO Purchaser of each Transaction Document to which it is a party do does not, the execution and delivery by each of Weyerhaeuser and WRECO Purchaser of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the REB Assets properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiaryof its subsidiaries, (ii) any Contract to which Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 7.05(b3.03(b), any Judgment judgment, order or Law decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) applicable to Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Purchaser Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Weyerhaeuser Co)

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No Conflicts; Governmental Approvals. (a%3) The execution and delivery by Seller and each other member of Weyerhaeuser and WRECO the Seller Group of each Transaction Document to which it is a party do not, the execution and delivery by Seller and each other member of Weyerhaeuser and WRECO the Seller Group of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any issued and outstanding shares of capital stock or other equity interests of the REB Assets Transferred Entity or upon any of the Transferred Assets, Assumed Liabilities or the Business or give rise to an option to purchase or otherwise acquire any part of the Transferred Real Property that has not been waived under, any provision of (i) the certificate or articles of incorporation and or the bylaws or comparable organizational documents of Weyerhaeuser, WRECO Seller or any WRECO Subsidiaryother member of the Seller Group, (ii) any Transferred Contract to which Weyerhaeuser, WRECO or any WRECO Subsidiary is a party or by which any of their respective properties or assets is bound Shared Contract or (iii) subject to the filings, consents and other matters referred to in Section 7.05(b4.03(b), any Judgment or Law applicable to WeyerhaeuserSeller Parent, WRECO any of its subsidiaries, any other member of the Seller Group, the Business, the Transferred Equity Interests or any WRECO Subsidiary or their respective properties or assetsthe Transferred Assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Business Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (International Paper Co /New/)

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of Weyerhaeuser and WRECO Purchaser of each Transaction Document to which it is a party do not, the execution and delivery by each of Weyerhaeuser and WRECO Purchaser of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the REB Assets properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiaryof its subsidiaries, (ii) any Contract to which Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 7.05(b3.03(b), any Judgment judgment, order or Law decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) applicable to Weyerhaeuser, WRECO Purchaser or any WRECO Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Purchaser Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Weyerhaeuser Co)

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser and each of Weyerhaeuser and WRECO Purchaser Subsidiary of each Transaction Document to which it is a party do not, the execution and delivery by Purchaser and each of Weyerhaeuser and WRECO Purchaser Subsidiary of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the REB Assets properties or assets of Purchaser or any Purchaser Subsidiary under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Weyerhaeuser, WRECO Purchaser or any WRECO Purchaser Subsidiary, (ii) any Contract to which Weyerhaeuser, WRECO Purchaser or any WRECO Purchaser Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filingsGovernmental Filings, consents Governmental Approvals and Consents and other matters referred to in Section 7.05(b4.03(b), any Judgment or Law applicable to Weyerhaeuser, WRECO Purchaser or any WRECO Purchaser Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have an REB a Purchaser Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Moodys Corp /De/)

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