Common use of No Violations, etc Clause in Contracts

No Violations, etc. Neither the execution, delivery or performance of this Agreement by Assignor, nor the consummation by Assignor of the transactions contemplated hereby, nor compliance by Assignor with the provisions hereof (i) requires any filing with, or consent, authorization, approval of, or waiver or exemption by, any Governmental Authority on the part of Assignor; (ii) violates or will violate any applicable Law or any order, writ, injunction, judgment, decree or award of any court or Governmental Authority applicable to Assignor; (iii) violates or will violate, or conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of the organizational documents of Assignor; or (iv) breaches or constitutes a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or conflicts with any term, covenant, condition or provision of, or results in any modification or termination of, or results in the creation of any Lien upon, any Purchased Assets pursuant to any contract to which Assignor is a party or by which the Purchased Assets may be bound or affected, except in the case of clauses (i), (ii) and (iv) above, for (a) (1) violations, breaches, defaults, terminations, modifications and Liens, (2) filings, which, if not made, and (3) consents, authorizations, approvals, waivers and exemptions which, if not obtained, would not, individually or in the aggregate, have a material adverse effect on Assignee or on the value of the Purchased Assets and (b) in the case of court proceedings in a Luxembourg court or the presentation of this Agreement, either directly or by way of reference, to an autorité constitutée, such court or autorité constituée may require registration of all or part of this Agreement with the Administration de l’Enregistrement et des Domaines in Luxembourg, which as of the Closing Date may result in registration duties at a fixed rate of €12 or an ad valorem rate, which depends on the nature of the registered document, becoming due and payable, and translation into French or German of all or part of this Agreement at the cost and expense of any of the parties to such proceedings.

Appears in 1 contract

Sources: Assignment and Amendment Agreement (Reynolds Group Holdings LTD)

No Violations, etc. Neither the execution, delivery or nor performance of this Agreement by Assignoror any ILR, nor the consummation by Assignor Lessor of the transactions contemplated herebyhereby or thereby, nor compliance by Assignor Lessor with the provisions hereof or thereof (iA) requires any filing with, or consent, authorization, approval of, or waiver or exemption by, any Governmental Authority governmental authority of the state of Delaware or the United States of America governing the banking or trust powers of Lessor, on the part of AssignorLessor; (iiB) violates or will violate any applicable Law or any order, writ, injunction, judgment, decree or award of any court or Governmental Authority governmental authority applicable to Assignor; Lessor or any applicable law of the State of Delaware or the United States of America governing the banking or trust powers of Lessor, or (iiiC) violates or will violate, or conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of the organizational documents its certificate or articles of Assignorincorporation or by-laws; or (ivD) breaches or constitutes a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or conflicts with any term, covenantcovenants, condition or provision of, or results in any modification or termination of, any agreement or contract to which Lessor in its individual capacity is a party, or results in the creation of any Lien uponLessor's Liens attributable to Lessor in its individual capacity, any Purchased Assets pursuant to any contract to which Assignor is a party or by which the Purchased Assets may be bound or affectedexcept', except in the case of clauses (i), (ii) and (iv) aboveeach case, for (a) (1x) violations, breaches, defaults, terminationstermination, modifications and Liensencumbrances, and (2y) filings, which, if not made, and (3z) consents, authorizations, approvals, waivers and exemptions which, if not obtained, would not, not individually or in the aggregate, have a material adverse effect Material Adverse Effect on Assignee or on the value of the Purchased Assets and (b) in the case of court proceedings in a Luxembourg court or the presentation of this Agreement, either directly or by way of reference, to an autorité constitutée, such court or autorité constituée may require registration of all or part of this Agreement with the Administration de l’Enregistrement et des Domaines in Luxembourg, which as of the Closing Date may result in registration duties at a fixed rate of €12 or an ad valorem rate, which depends on the nature of the registered document, becoming due and payable, and translation into French or German of all or part of this Agreement at the cost and expense of any of the parties to such proceedingsLessor.

Appears in 1 contract

Sources: Operating Agreement (Pepco Holdings Inc)

No Violations, etc. Neither the execution, delivery or nor performance of this Agreement by Assignoror any ILR, nor the consummation by Assignor Owner Participant of the transactions contemplated herebyhereby and thereby, nor compliance by Assignor Owner Participant with the provisions hereof or thereof (iA) requires any filing with, or consent, authorization, approval of, or waiver or exemption by, any Governmental Authority governmental authority on the part of AssignorOwner Participant; (iiB) violates or will violate any applicable Law or any order, writ, injunction, judgment, decree or award of any court or Governmental Authority governmental authority applicable to Assignor; Owner Participant or any applicable law, or (iiiC) violates or will violate, or conflicts or will will. conflict with, or results or will result in a breach or contravention of any of the provisions of the organizational documents Operating Agreement or its certificate of Assignorformation; or (ivD) breaches or constitutes a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or conflicts with any term, covenantcovenants, condition or provision of, or results in any modification or termination ofof any agreement or contract to which Owner Participant is a party, or results in the creation of any Lien uponLessor's Liens attributable to it, any Purchased Assets pursuant to any contract to which Assignor is a party or by which the Purchased Assets may be bound or affectedexcept, except in the case of clauses (i), (ii) and (iv) aboveeach case, for (a) (1x) violations, breaches, defaults, terminationstermination, modifications and Liensencumbrances, and (2y) filings, which, if not made, and (3z) consents, authorizations, approvals, waivers and exemptions which, if not obtained, would not, not individually or in the aggregate, have a material adverse effect Material Adverse Effect on Assignee or on the value of the Purchased Assets and (b) in the case of court proceedings in a Luxembourg court or the presentation of this Agreement, either directly or by way of reference, to an autorité constitutée, such court or autorité constituée may require registration of all or part of this Agreement with the Administration de l’Enregistrement et des Domaines in Luxembourg, which as of the Closing Date may result in registration duties at a fixed rate of €12 or an ad valorem rate, which depends on the nature of the registered document, becoming due and payable, and translation into French or German of all or part of this Agreement at the cost and expense of any of the parties to such proceedingsOwner Participant.

Appears in 1 contract

Sources: Operating Agreement (Pepco Holdings Inc)

No Violations, etc. Neither the execution, delivery or performance of this Agreement by AssignorSeller, nor the consummation by Assignor Seller of the transactions contemplated hereby, nor compliance by Assignor Seller with the provisions hereof or thereof (ia) requires any filing with, or consent, authorization, approval of, or waiver or exemption by, any Governmental Authority on the part of AssignorSeller; (iib) violates or will violate any applicable Applicable Law or any order, writ, injunction, judgment, decree or award of any court or Governmental Authority applicable to AssignorSeller; (iiic) violates or will violate, or conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of the organizational documents certificate of Assignorformation or limited liability company agreement of Seller; or (ivd) breaches or constitutes a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or conflicts with any term, covenant, condition or provision of, or results in any modification or termination of, or results in the creation of any Lien upon, any Purchased Assets pursuant to any contract to which Assignor Seller is a party or by which the Purchased Assets may be bound or affected, except in the case of clauses (ia), (iib) and (ivd) above, for (a) (1i) violations, breaches, defaults, terminationsterminations and modifications, modifications and Liens, (2ii) filings, which, if not made, and (3iii) consents, authorizations, approvals, waivers and exemptions which, if not obtained, would not, individually or in the aggregate, have a material adverse effect on Assignee Seller or an adverse effect on the value of the Purchased Assets and (b) in the case of court proceedings in a Luxembourg court or the presentation of this Agreement, either directly or by way of reference, to an autorité constitutée, such court or autorité constituée may require registration of all or part of this Agreement with the Administration de l’Enregistrement et des Domaines in Luxembourg, which as of the Closing Date may result in registration duties at a fixed rate of €12 or an ad valorem rate, which depends on the nature of the registered document, becoming due and payable, and translation into French or German of all or part of this Agreement at the cost and expense of any of the parties to such proceedingsAssets.

Appears in 1 contract

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

No Violations, etc. Neither the execution, delivery or performance of this Agreement by AssignorPurchaser, nor the consummation by Assignor Purchaser of the transactions contemplated hereby, nor compliance by Assignor Purchaser with the provisions hereof or thereof (ia) requires any filing with, or consent, authorization, approval of, or waiver or exemption by, any Governmental Authority on the part of AssignorPurchaser; (iib) violates or will violate any applicable Applicable Law or any order, writ, injunction, judgment, decree or award of any court or Governmental Authority applicable to AssignorPurchaser; (iiic) violates or will violate, or conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of the organizational documents certificate of Assignorincorporation or bylaws of Purchaser; or (ivd) breaches or constitutes a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or conflicts with any term, covenant, condition or provision of, or results in any modification or termination of, or results in the creation of any Lien upon, any Purchased Assets assets pursuant to any contract to which Assignor Purchaser is a party or by which the Purchased Assets its assets may be bound or affected, except in the case of clauses (ia), (iib) and (ivd) above, for (a) (1i) violations, breaches, defaults, terminations, modifications and Liens, and (2ii) filings, which, if not made, and (3iii) consents, authorizations, approvals, waivers and exemptions which, if not obtained, would not, individually or in the aggregate, have a material adverse effect on Assignee or on the value of the Purchased Assets and (b) in the case of court proceedings in a Luxembourg court or the presentation of this Agreement, either directly or by way of reference, to an autorité constitutée, such court or autorité constituée may require registration of all or part of this Agreement with the Administration de l’Enregistrement et des Domaines in Luxembourg, which as of the Closing Date may result in registration duties at a fixed rate of €12 or an ad valorem rate, which depends on the nature of the registered document, becoming due and payable, and translation into French or German of all or part of this Agreement at the cost and expense of any of the parties to such proceedingsPurchaser.

Appears in 1 contract

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