No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except in the case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Order.
Appears in 3 contracts
Samples: Acquisition Agreement (Safety-Kleen Holdco Inc), Acquisition Agreement (Clean Harbors Inc), Acquisition Agreement (Safety Kleen Corp/)
No Violations. Upon Subject to the entry of the Section 363/365 Order and, if applicable, the Confirmation Sale Order, and assuming that the consentsThird Party Consent Requirements will be satisfied, approvalsmade, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall will remain in full force and effect effect, and assuming receipt of the conditions set forth in Article VI shall have been satisfied or waivedconsents, at approvals and authorization of the Closing neither Persons listed on SCHEDULE 3.4, the execution, delivery, or delivery and performance of this Agreement or the Ancillary Agreements by the SellerSellers, nor and the consummation by each Seller of the Seller Contemplated Transactions, and the transactions contemplated hereby and thereby, nor compliance by the each Seller with any of the provisions hereof and thereof of this Agreement, will not (a) violate or conflict with any provision of the charter, bylaws or result in any breach other organizational document of any provisions of Seller (unless the certificate of incorporation or bylaws of same is rendered inapplicable by order the SellerBankruptcy Court), (b) except for breaches and defaults of the type referred to in Section 365 of the Bankruptcy Code, violate, conflict with, or result in a violationthe breach of or default under (or with notice, lapse of time, or both would result in such a breach ofor default), or constitute (with or without due notice or lapse an event creating rights of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension termination or revocation) under cancellation under, any of the termsAssumed Contract, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate or conflict with any order, writ, injunction, decree, statute, rule Law or regulation applicable Order pertaining to the SellerBusiness, the Business Subs Acquired Assets or to which any Seller is otherwise subject, or (d) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) on any of the Acquired Assets, except in the case cases of clauses (b) or and (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions terminations or revocations cancellations that (i) would not reasonably be reasonably likely expected, individually or in the aggregate, to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing Bankruptcy Cases or the applicability of any provision of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderBankruptcy Code.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Rouge Industries Inc), Asset Purchase Agreement (Rouge Industries Inc), Asset Purchase Agreement (Rouge Industries Inc)
No Violations. Upon the entry Subject to receipt of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the Governmental Authorizations and other consents, approvalsapprovals and authorizations and the making of the filings, authorizationsregistrations, declarations, notices and filings waivers referred to in Section 3.4 have been made or obtained Sections 3.5 and shall remain in full force 4.3 and effect Schedule 6.1(b), and the conditions set forth in Article VI shall have been satisfied or waivedexpiration of related waiting periods, at the Closing neither the execution, delivery, or delivery and performance by Seller and each applicable Affiliate of Seller (including the Company) of this Agreement or and (a) the Ancillary Agreements by to which any of them is or, prior to the SellerEffective Time, nor will be a party, and the consummation by the Seller and each applicable Affiliate of Seller of the transactions contemplated hereby or thereby do not and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with not constitute a breach or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (b) result in a violation, or breach violation of, or constitute (with or without due notice or lapse of time) a default (under, or give rise to any Encumbrance or any acceleration of remedies, penalty, increase or decrease in benefit payable or right of terminationtermination under, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset Material Contract or any material other note, bond, loan or credit agreement, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan indenture or other instrument or obligation Contract to which the Seller or any Business Sub is a party of its Affiliates (including the Company) or by which the any of them or any of their respective properties or assets related is subject or bound, or (b) the Ancillary Agreements to which any of them is or, prior to the Business may Effective Time, will be a party, and the consummation by Seller and each applicable Affiliate of Seller of the transactions contemplated hereby or thereby do not and will not (i) constitute a breach or violation of, or a default under, the organizational documents of Seller or any applicable Affiliate of Seller (including the Company) or (ii) conflict with or violate in any material respect any Law or other Governmental Authorization applicable to Seller or any applicable Affiliate of Seller (including the Company) or by which any of them or any of their respective properties or assets is bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assetssubject, except (1) in the case of clauses clause (b) a), as would not, individually or (c) for violationsin the aggregate, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not reasonably be reasonably likely expected to have result in a Material Adverse Effect with respect to Seller or the Company and (ii2) are excused by in the case of clause (b)(ii), for any such conflict or unenforceable violation arising as a result of the filing regulatory status of the Petitions or as a result of the entry of the Section 363/365 Order orany Governmental Authorizations held or not held by Purchaser, if applicable, the Confirmation OrderLife Reinsurer or their respective Affiliates.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Protective Life Corp), Stock Purchase Agreement (Protective Life Insurance Co)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements CVR Agreement by the SellerCompany, nor the execution, delivery, or performance of the Bank Merger Agreement by the Bank, nor the consummation by the Seller and of the transactions contemplated hereby and therebyby this Agreement, nor compliance the CVR Agreement, or the Bank Merger Agreement, will (i) assuming the approval of this Agreement by the Seller with any shareholders of the provisions hereof and thereof will (a) conflict Company in accordance with or result in any breach of any provisions of the certificate articles of incorporation or and bylaws of the SellerCompany and applicable Law and the approval of the Bank Merger Agreement by the Company as the sole shareholder of the Bank in accordance with the articles of incorporation and bylaws of the Bank and applicable Law, violate the charter or articles of incorporation, bylaws, or other organizational or governing documents of the Company or the Bank or any of their Subsidiaries or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 4.2(f) have been obtained and made and all applicable waiting periods have expired, (bA) result in a violationviolate any Law, permit, or license to which the Entegra Parties or any of their Subsidiaries (or the properties or assets of the Entegra Parties or any of their Subsidiaries) are subject or by which the Entegra Parties or any of their Subsidiaries (or the properties or assets of the Entegra Parties or any of their Subsidiaries) are bound or (B) constitute a breach ofor violation of or a default under (or an event which, or constitute (with or without due notice or lapse of time) time or both, could constitute a default (under), or give rise to result in the termination of, accelerate the performance required by, or result in the creation of any right Lien upon any of terminationthe properties or assets of the Company or the Bank or any of their Subsidiaries under, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation Contract to which the Seller Company or the Bank, or any Business Sub of their Subsidiaries, is a party or to or by which any of the properties or assets related to of the Business Company or the Bank, or any of their Subsidiaries, may be bound subject or affected or (c) violate any orderbound, writexcept, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except in the case of clauses clause (bB) or (c) above, for breaches, violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations Liens that (i) have not had and would not reasonably be reasonably likely expected to have have, either individually or in the aggregate, a Material Adverse Effect or (ii) are excused by or unenforceable as a result of on the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderCompany.
Appears in 2 contracts
Samples: Voting Agreement (Entegra Financial Corp.), Voting Agreement (Smartfinancial Inc.)
No Violations. Upon The execution, delivery and performance of this Agreement and the entry other Deal Agreements by the Company do not, and the consummation of the Section 363/365 Order and, if applicableOffer, the Confirmation OrderMerger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the Organizational Documents of the Company or any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any (i) Contract governing the lease of any Leased Real Property set forth on Section 5.6(a) of the Company Disclosure Schedule or (ii) any other Material Contract, in each case, binding on the Company or any of its Subsidiaries or, assuming that (solely with respect to performance of this Agreement and consummation of the consentsOffer and the Merger and the other Transactions), approvals, authorizations, declarations, and filings compliance with the matters referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived5.3(c), at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation Law to which the Seller Company or any Business Sub of its Subsidiaries is a party or by which the properties or assets related to the Business may be bound or affected subject, or (cC) violate any orderchange in the rights or obligations of any party under any Contract binding upon the Company or any of its Subsidiaries, writexcept, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except in the case of clauses clause (bB) or (cC) above, for violationsany such breach, breachesviolation, defaultstermination, terminationsdefault, cancellationscreation, accelerationsacceleration or change that is would not, creationsindividually or in the aggregate, impositions, suspensions or revocations that (i) would not reasonably be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable be material to the Company and its Subsidiaries, taken as a result whole, or prevent, materially delay or materially impair the consummation of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Ordertransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)
No Violations. Upon the entry Except for (i) any applicable requirements of the Section 363/365 Order and, if applicableSecurities Act, the Confirmation OrderExchange Act, assuming the HSR Act and any applicable filings under state securities, "Blue Sky" or takeover laws, and (ii) the filing of the Certificate of Merger as required by the GCL, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other party that is necessary or required in connection with the consentsexecution and delivery of this Agreement by Parent or Merger Subsidiary, approvalsor for the consummation by Parent or Merger Subsidiary of the transactions contemplated by this Agreement shall not have been obtained as of the Closing. Assuming that all filings, registrations, Permits, authorizations, declarations, consents and filings referred to in Section 3.4 approvals contemplated by the immediately preceding sentence have been duly made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedobtained, at the Closing neither the execution, delivery, or delivery and performance of this Agreement or the Ancillary Agreements by the Seller, other agreements contemplated hereby nor the consummation by the Seller and of the transactions contemplated hereby or thereby by Parent and thereby, nor compliance by the Seller with any of the provisions hereof and thereof Merger Subsidiary will (ai) conflict with or result in any breach of any provisions provision of the certificate Articles or Certificate of incorporation Incorporation or bylaws ByLaws of the SellerParent or Merger Subsidiary, (bii) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of terminationunder, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan Contract or other instrument or obligation to which the Seller Parent or any Business Sub of its Subsidiaries is a party or by which the it or any of them or any of their properties or assets related to the Business may be bound or affected or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the SellerParent or any of its Subsidiaries or any of their properties or assets except, the Business Subs or the Acquired Assets, except in the case of clauses subsections (bii) or and (ciii) above, for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions breaches or revocations defaults that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result on Parent and that will not prevent the consummation of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Ordertransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transwestern Publishing Co LLC), Agreement and Plan of Merger (Transwestern Holdings Lp)
No Violations. Upon (i) Neither the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery of this Agreement or the Ancillary Agreements by the Seller, Conoco and Bidco nor the consummation by making or completion of the Seller and the transactions Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction contemplated hereby and thereby, nor compliance by the Seller Conoco and Bidco, as applicable, with any of the provisions hereof and or thereof will will: (a1) violate, conflict with with, or result in any a breach of any provisions of the certificate of incorporation provision of, require any consent, approval or bylaws of the Seller, (b) result in a violation, or breach ofnotice under, or constitute a default (or an event which, with or without due notice or lapse of timetime or both, would constitute a default) or result in a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension termination or revocation) acceleration or create an encumbrance under any of the terms, conditions or provisions of any contract, agreement their respective charters or arrangement that is included as an Acquired Asset by-laws or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan contract or other instrument or obligation to which the Seller Conoco or any Business Sub Bidco is a party or by to which the it, or any of its properties or assets related is subject or by which it is bound; (2) subject to compliance with the Business may be bound or affected or (c) statutes and regulations referred to in Schedule B, "Appropriate Regulatory Approvals", violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the SellerConoco or Bidco or any of their respective properties or assets (except, the Business Subs or the Acquired Assets, except in the case of each of clauses (b1) or and (c2) above, for such violations, conflicts, breaches, defaults, terminations, cancellationsaccelerations or creations of encumbrances which, accelerationsor any consents, creationsapprovals or notices which if not given or received, impositionscould not reasonably be expected to prevent or materially delay the ability of Bidco to make or complete the Offer, suspensions the Compulsory Acquisition or revocations that (i) would not be reasonably likely to have a Material Adverse Effect the Subsequent Acquisition Transaction or any of the other transactions contemplated hereby); or (ii3) are excused by cause the suspension or unenforceable as a result revocation of any authorization, consent, approval or licence currently in effect which could reasonably be expected to prevent or materially delay the making and completion of the filing Offer, the Compulsory Acquisition or the Subsequent Acquisition Transaction, as applicable, or any of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Orderother transactions contemplated hereby.
Appears in 2 contracts
Samples: 4 Support Agreement (Conoco Inc /De), Support Agreement (Conoco Canada Resources LTD)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions Except as set forth in Article VI shall have been satisfied or waivedSection 2.6 of the Company Disclosure Schedule, at the Closing neither execution and delivery by the execution, delivery, or performance Company of this Agreement or the Ancillary Agreements by the SellerAgreement, nor the consummation by the Seller Company of the Merger and the other transactions contemplated hereby hereby, and thereby, nor compliance by the Seller Company with any of the provisions hereof and thereof hereof, will not: (ai) conflict with or result in violate any breach of any provisions provision of the certificate of incorporation Certificate, bylaws or bylaws other organizational documents of the SellerCompany, (bii) require any Consent under or result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vestingamendment or acceleration) under, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation Company Material Contract to which the Seller or any Business Sub Company is a party or by which the properties Company’s assets are bound, except where such violation, breach or default would not reasonably be expected to have a Material Adverse Effect, (iii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any liens, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law, or equity, or any conditional sale contract, title retention contract or other contract (the “Encumbrances”), upon any of the properties, rights or assets related to of the Business may Company that would reasonably be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except in the case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely expected to have a Material Adverse Effect and the waiting periods referred to therein having expired, and any condition precedent to such Consent having been satisfied, conflict with, contravene or violate any foreign, federal, state or local Order (iias defined in Section 2.12), statute, law, rule, regulation, ordinance, writ, injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or any interpretation thereof enacted, promulgated, issued, enforced or entered by any Governmental Authority (each, a “Law“ and collectively, the “Laws“) are excused by to which the Company or unenforceable as a result any of the filing Company’s assets or properties is subject, except where such conflict, contravention or violation would not reasonably be expected to have a Material Adverse Effect. There exists no fact or circumstances, to the knowledge of the Petitions or as a result Company, which would reasonably be expected to impact on the Company’s ability to obtain any of the entry Consents set forth on Section 2.5 of the Section 363/365 Order orCompany Disclosure Schedule, if applicable, including any such Consents which must be obtained following the Confirmation OrderEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (FlatWorld Acquisition Corp.), Agreement and Plan of Reorganization (Bimini Capital Management, Inc.)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the SellerCompany, nor the execution, delivery, or performance of the Bank Merger Agreement by the Bank, nor the consummation by the Seller and of the transactions contemplated hereby and therebyby this Agreement or the Bank Merger Agreement, nor compliance will (i) assuming the approval of this Agreement by the Seller with any shareholders of the provisions hereof and thereof will (a) conflict Company in accordance with or result in any breach of any provisions of the certificate articles of incorporation or and bylaws of the SellerCompany and applicable Law and the approval of the Bank Merger Agreement by the Company as the sole shareholder of the Bank in accordance with the articles of incorporation and bylaws of the Bank and applicable Law, violate the charter or articles of incorporation, bylaws, or other organizational or governing documents of the Company or the Bank or any of their Subsidiaries or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 4.2(f) have been obtained and made and all applicable waiting periods have expired, (bA) result in a violationviolate any Law, permit, or license to which the Company Parties or any of their Subsidiaries (or the properties or assets of the Company Parties or any of their Subsidiaries) are subject or by which the Company Parties or any of their Subsidiaries (or the properties or assets of the Company Parties or any of their Subsidiaries) are bound or (B) constitute a breach ofor violation of or a default under (or an event which, or constitute (with or without due notice or lapse of time) time or both, could constitute a default (under), or give rise to result in the termination of, accelerate the performance required by, or result in the creation of any right Lien upon any of terminationthe properties or assets of the Company or the Bank or any of their Subsidiaries under, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation Contract to which the Seller Company or the Bank, or any Business Sub of their Subsidiaries, is a party or to or by which any of the properties or assets related to of the Business Company or the Bank, or any of their Subsidiaries, may be bound subject or affected or (c) violate any orderbound, writexcept, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except in the case of clauses clause (bB) or (c) above, for breaches, violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations Liens that (i) have not had and would not reasonably be reasonably likely expected to have have, either individually or in the aggregate, a Material Adverse Effect or (ii) are excused by or unenforceable as a result of on the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegra Financial Corp.), Agreement and Plan of Merger (First Citizens Bancshares Inc /De/)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the SellerPurchaser, nor the consummation by the Seller and Purchaser of the transactions contemplated hereby and therebyhereby, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof hereof, will (a) except for the Governmental Requirements, require the Purchaser to obtain any consent, approval or action of, or make any filing with or give notice to, any governmental or regulatory body or any other Person, (b) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the SellerPurchaser, (bc) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, contract agreement, plan plan, or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the Purchaser or the Purchaser's properties or assets related to the Business may be bound or affected or affected, (cd) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the Seller, the Business Subs Purchaser or the Acquired AssetsPurchaser's properties or assets, or (e) result in the creation or imposition of any Encumbrance on any asset of the Purchaser, except in the case of clauses (b) or c), (c) d), and (e), for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would individually or in the aggregate not be reasonably likely to have a material adverse effect on the assets, condition (financial or otherwise) or operations of the Purchaser (a "Purchaser Material Adverse Effect or (iiEffect") are excused by or unenforceable and except as a result set forth in Section 4.3 of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderPurchaser Disclosure Letter.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Time Warner Telecom Inc), Asset Purchase Agreement (GST Telecommunications Inc)
No Violations. Upon the entry Except as otherwise described in Section 2.6 of the Section 363/365 Order and, if applicableLi3 Disclosure Schedule, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery by Li3 of this Agreement or the Ancillary Agreements by the Sellerand each other ancillary agreement related hereto to which it is a party, nor the consummation by the Seller and Li3 of the transactions contemplated hereby and thereby, nor and compliance by the Seller Li3 with any of the provisions hereof and thereof thereof, will not, (ai) conflict with or result in violate any breach provision of any provisions of the certificate of incorporation Li3 Organization Document or bylaws of the SellerLi3 Subsidiary Organization Document, (bii) require any Consent under or result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vestingamendment or acceleration) under, paymentany Li3 Material Contract (as defined below), exercise, acceleration, suspension (iii) result (immediately or revocationwith the passage of time or otherwise) under in the creation or imposition of any Encumbrances (other than any Permitted Encumbrances (as defined below)) upon any of the termsproperties, conditions rights or provisions assets of any contract, agreement or arrangement that is included as an Acquired Asset Li3 or any material noteof the Li3 Subsidiaries, bondor (iv) subject to obtaining the Consents from Governmental Authorities referred to in Section 2.5 hereof, mortgageand the waiting periods referred to therein having expired, deed and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any foreign, federal, state or local Order, statute, law, rule, regulation, ordinance, principle of trustcommon law, security interestconstitution, indenturetreaty enacted, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any orderwrit, writarbitration award, injunction, directive, judgment, or decree, statutepromulgated, rule issued, enforced or regulation applicable to the Sellerentered by any Governmental Authority (each, a “Law” and collectively, the Business Subs “Laws”) to which Li3 or any of the Acquired AssetsLi3 Subsidiaries or any of their respective assets or properties are subject. For purposes of this Agreement, except in the case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that term “Permitted Encumbrances” means (i) would Encumbrances for Taxes or assessments and similar governmental charges or levies, which either are (A) not be reasonably likely to delinquent or (B) being contested in good faith and by appropriate proceedings, and adequate reserves have a Material Adverse Effect or been established with respect thereto, (ii) other Encumbrances imposed by operation of Law arising in the ordinary course of business for amounts which are excused by not due and payable and as would not in the aggregate materially adversely affect the value of, or unenforceable as a result of materially adversely interfere with the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicableuse of, the Confirmation Orderproperty subject thereto, (iii) Encumbrances incurred or deposits made in the ordinary course of business in connection with social security, (iv) Encumbrances on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (v) Encumbrances arising under this Agreement or any ancillary agreement hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Li3 Energy, Inc.), Agreement and Plan of Merger (Blue Wolf Mongolia Holdings Corp.)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, delivery or performance of this Agreement or and the Ancillary Agreements by the SellerPurchaser, nor the consummation by the Seller and Purchaser of the transactions contemplated hereby and thereby, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof thereof, will (a) conflict with or result in any breach of any provisions of the articles or certificate of incorporation incorporation, as the case may be, or bylaws of the SellerPurchaser, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the Purchaser or the Purchaser's properties or assets related to the Business may be bound or affected (other than the Purchaser's current financing documents which will be either replaced or modified upon the Closing in accordance with the Refinancing Commitment), (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the SellerPurchaser, the Business Purchasing Subs or the Acquired AssetsPurchaser's properties or assets, (d) result in the creation or imposition of any encumbrance on any asset of the Purchaser or (e) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the Purchaser to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d) and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of material adverse effect on the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderPurchaser.
Appears in 2 contracts
Samples: Acquisition Agreement (Clean Harbors Inc), Acquisition Agreement (Safety Kleen Corp/)
No Violations. Upon Subject to the entry of the Section 363/365 Order and, if applicable, the Confirmation Sale Order, and assuming that the consentsGovernmental Requirements will be satisfied, approvalsmade, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall will remain in full force and effect effect, and assuming receipt of the conditions set forth in Article VI shall have been satisfied or waivedconsents, at approvals and authorization of the Closing neither Persons listed on Schedule 3.5, the execution, delivery, or delivery and performance of this Agreement or the Ancillary Agreements by the SellerSellers, nor and the consummation by any Seller of the Seller Contemplated Transactions, and the transactions contemplated hereby and thereby, nor compliance by the any Seller with any of the provisions hereof and thereof hereof, will not (a) conflict with violate any provision of the charter, bylaws or result in any breach other organizational document of any provisions of Seller (unless the certificate of incorporation or bylaws of same is rendered inapplicable by order the SellerBankruptcy Court), (b) except for breaches and defaults of the type referred to in Section 365 of the Bankruptcy Code, violate, conflict with, or result in a violationthe breach of or default under (or with notice, lapse of time, or both would result in such a breach ofor default), or constitute (with or without due notice or lapse an event creating rights of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension termination or revocation) under cancellation under, any of Assumed Contract, on the termsdate hereof, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation or other Applicable Law applicable to the any Seller or to any properties or assets of a Seller, (d) result in the Business Subs creation or imposition of any Encumbrance other than Permitted Encumbrances on any asset of any Seller or (e) violate any Permit or the Acquired Assetsterms of any Intangible Property, except in the each case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions terminations or revocations cancellations that (i) would not be reasonably likely to individually or in the aggregate have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result the applicability of any provision of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderBankruptcy Code.
Appears in 2 contracts
Samples: Purchase Agreement (Dresser Inc), Purchase Agreement (Tokheim Corp)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consentsGovernmental Requirements will be satisfied, approvalsmade, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall will remain in full force and effect effect, and assuming receipt of the conditions set forth consents, approvals and authorization of the Persons listed in Article VI shall have been satisfied or waivedSection 3.4 of the Seller Disclosure Letter (the "Required Contractual Consents"), at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the any Seller, nor the consummation by any Seller of the Seller and the transactions contemplated hereby and therebyContemplated Transactions, nor compliance by the any Seller with any of the provisions hereof and thereof hereof, will (a) conflict with or result in any breach of any provisions of the certificate articles of incorporation or bylaws of the any Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension suspension, or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the any Seller or any Business Sub is a party or by which the Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to any Seller or to any Seller's properties or assets or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any asset of a Seller, the Business Subs or the Acquired Assets, except in the each case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Seller Material Adverse Effect or Effect, (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result the applicability of any provision of or any applicable law of the entry Bankruptcy Code, or (iii) are set forth in Section 3.4 of the Section 363/365 Order or, if applicable, the Confirmation OrderSeller Disclosure Letter.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Time Warner Telecom Inc), Asset Purchase Agreement (GST Telecommunications Inc)
No Violations. Upon To the entry of the Section 363/365 Order and, if applicable, the Confirmation OrderSeller's Knowledge, assuming that the consentsGovernmental Requirements will be fulfilled, approvalsmade, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall will remain in full force and effect effect, and assuming receipt of the conditions set forth consents, approvals and authorization of the Persons listed in Article VI shall have been satisfied or waivedSection 3.08 of the Disclosure Letter, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and of the transactions contemplated hereby and therebyContemplated Transactions, nor compliance by the Seller with any of the provisions hereof and thereof hereof, will (a) contravene, conflict with or result in any violation or breach of any provisions of the certificate certificates of incorporation or bylaws or similar organizational documents of the Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension suspension, or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the Seller or any Business Sub is a party or by which the such Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the Seller or to any properties or Acquired Assets of a Seller, or (d) result in the Business Subs creation or the imposition of any Encumbrance on any Acquired AssetsAsset of a Seller, except in the each case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result the applicability of any provision of any Applicable Laws or the Bankruptcy Code (but only to the extent such excuse, lack of enforceability or application of law will continue to apply in favor of the entry of Purchaser and its successors and assigns following the Section 363/365 Order or, if applicable, the Confirmation OrderClosing).
Appears in 2 contracts
No Violations. Upon the entry Subject to receipt of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the any consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made approvals or obtained and shall remain in full force and effect and the conditions waivers set forth in Article VI shall have been satisfied or waivedSection 3.1(f) of the Vasogen Disclosure Letter, at none of the Closing neither the execution, delivery, or performance execution and delivery of this Agreement or the Ancillary Agreements by the SellerVasogen, nor the consummation of the Arrangement by the Seller and the transactions contemplated hereby and therebyVasogen, nor compliance by the Seller Vasogen with any of its obligations under this Agreement, the provisions hereof execution and thereof will delivery of the Merger Agreement by Vasogen and Vasogen US, the consummation of the Merger by Vasogen and Vasogen US or compliance by Vasogen and Vasogen US with any of their obligations under the Merger Agreement will: (ai) violate, conflict with with, or result in any a breach of any provisions of the certificate of incorporation or bylaws of the Seller, (b) result in a violation, or breach provision of, or constitute a default (or an event which with or without due notice or lapse of timetime or both, would constitute a default) under, or result in a default (or give rise to any right of terminationtermination or acceleration under, cancellationor result in the creation of any Lien upon, vestingany of the properties or assets of any Vasogen Company or cause any Indebtedness of any Vasogen Company to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on any Vasogen Company under, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of of, (A) the Vasogen Organizational Documents, or (B) any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, indenture, loan agreement, deed of trust, security interestLien, indenture, license, contract, agreement, plan Lease or other instrument or obligation Contract to which the Seller or any Business Sub Vasogen Company is a party or by to which the its properties or assets related to the Business may be bound subject or affected by which any Vasogen Company is bound; or (cii) subject to obtaining the Regulatory Approvals and the Required Vote and except for complying with applicable corporate, competition and securities Laws, (A) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to any Vasogen Company or any of its properties or assets; or (B) cause the Sellersuspension or revocation of any Permit currently in effect (except, the Business Subs or the Acquired Assets, except in the case of clauses (bi)(B) or and (cii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations, creationscreations of Liens, impositionspayments or other obligations which, suspensions or revocations that (i) any Permits which, if suspended or revoked, would not not, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderEffect).
Appears in 2 contracts
Samples: Merger Agreement (Vasogen Inc), Arrangement Agreement (IntelliPharmaCeutics International Inc.)
No Violations. Upon (a) Neither the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery of this Agreement or the Ancillary Agreements by the SellerCanScot, nor the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller CanScot with any of the provisions hereof and thereof will will: (ai) violate, conflict with with, or result in any breach of any provisions of the certificate of incorporation provision of, require any consent, approval or bylaws of the Seller, (b) result in a violation, or breach ofnotice under, or constitute a default (or an event which, with or without due notice or lapse of timetime or both, would constitute a default) or result in a default (or give rise to any right of terminationtermination or acceleration under, cancellationor result in a creation of any lien, vestingsecurity interest, paymentcharge or encumbrance upon any of the properties or assets of CanScot or any of its subsidiaries under, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of (x) the CanScot Governing Documents or (y) any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, indenture, loan agreement (other than a credit facility with Alberta Treasury Branches for which CanScot will attempt to obtain a waiver in a form and substance satisfactory to APF prior to the Mailing Date), deed of trust, security interestagreement (other than agreements respecting CanScot Options and employment or consulting agreements comprising the Employment Obligations), indenturelien, license, contract, agreement, plan contract or other material instrument or obligation to which the Seller CanScot or any Business Sub of its subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which CanScot or any of its subsidiaries is bound; (ii) subject to compliance with the properties or assets related statutes and regulations referred to the Business may be bound or affected or (c) in Section 8.3(b), violate any judgement, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to the SellerCanScot or any of its subsidiaries (except, the Business Subs or the Acquired Assets, except in the case of each of clauses (bi) or and (cii) above, for such violations, conflicts, breaches, defaults, terminationsterminations which, cancellationsor any consents, accelerationsapprovals or notices which if not given or received, creations, impositions, suspensions or revocations that (i) would not be reasonably likely have any Material Adverse Effect on the business, operations or financial condition of CanScot and its subsidiaries taken as a whole or on the ability of CanScot to consummate the transactions contemplated hereby); or (iii) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a Material Adverse Effect on the business, operations or (ii) are excused by or unenforceable financial condition of CanScot and its subsidiaries taken as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Orderwhole.
Appears in 1 contract
No Violations. Upon (a) Provided that the entry Special Resolution and the Acquisition are approved by the Members, except as disclosed in Section 5.3 of the Section 363/365 Order andCompany Disclosure Schedule, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance execution nor the delivery of this Agreement or the Ancillary Agreements by the SellerCompany, nor the consummation by the Seller and of the transactions contemplated hereby and therebyby the Acquisition, nor compliance by the Seller Company with any of the provisions hereof and thereof will will: (ai) violate, conflict with with, or result in any a breach of any provisions of the certificate of incorporation provision of, require any consent, approval or bylaws of the Seller, (b) result in a violation, or breach ofnotice under, or constitute a default (or an event which, with or without due notice or lapse of timetime or both, would constitute a default) or result in a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension suspension, revocation, impairment, forfeiture or revocation) nonrenewal of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (x) the Company organizational documents or (y) other than the agreements listed in the Company Disclosure Schedule, any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, indenture, loan agreement, deed of trust, security interestagreement, indenturejudgment, order, writ, decree, statute, rule, regulation, lien, license, contractpermit, agreementfranchise, plan authorization, approval, lease, contract or other instrument or obligation to which the Seller Company is a party, or to which it or any Business Sub is a party of its properties or assets may be subject, or by which the properties or assets related to the Business may be bound or affected Company is bound; or (cii) subject to compliance with the statutes and regulations referred to in Section 5.3(b), violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, law, rule or regulation applicable to the SellerCompany or any of its properties or assets (except, the Business Subs or the Acquired Assets, except in the case of each of clauses (bi) or and (cii) above, for such violations, conflicts, breaches, defaults, terminations, cancellationsaccelerations or creations of liens, accelerationssecurity interests, creationscharges or encumbrances which, impositionsor any consents, suspensions approvals or revocations that (i) notices which if not given or received, would not be reasonably likely to have any Material Adverse Effect on the Company); or (iii) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which suspension or revocation would have a Material Adverse Effect on the Company, or (iiiv) are excused by result in any payment (including severance, unemployment compensation, golden parachute, bonus or unenforceable as a result otherwise) becoming due to any director or employee of the filing Company or increase any benefits otherwise payable under any Company benefit plan or result in the acceleration of time of payment or vesting of any such benefits, including the Petitions time of exercise of stock options, except as specifically provided in this Agreement. No prior notice, consent or waiver from any Person, other than the Company Consents and Waivers attached hereto as a result of Schedule 2.2(b)(vi), is required to consummate the entry of transactions contemplated in this Agreement and the Section 363/365 Order or, if applicable, the Confirmation OrderAncillary Agreements.
Appears in 1 contract
Samples: Acquisition Agreement (Abgenix Inc)
No Violations. Upon Except for the entry filing and recording of a Certificate of Merger as required by the GCL no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the Section 363/365 Order andtransactions contemplated by this Agreement, if applicableexcept for filings, the Confirmation Order, assuming that the consents, approvalspermits, authorizations, declarationsconsents or approvals, the failure to obtain which would not in the aggregate have a material adverse effect on the financial condition, results of operations or business of the Company taken as a whole or which would not prevent or delay in any material respect the consummation of the transactions contemplated hereby. Neither the execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery of this Agreement or the Ancillary Agreements by the Seller, Company nor the consummation by the Seller and Company of the transactions contemplated hereby and thereby, nor compliance by the Seller Company with any of the provisions hereof and thereof will (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the SellerCompany, (bii) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, lease, contract, agreement, plan agreement or other instrument or obligation to which the Seller or any Business Sub Company is a party or by which the it or its properties or assets related to the Business may be bound or affected or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the SellerCompany, the Business Subs or the Acquired Assetsany of its properties or assets, except in the case of clauses (bii) or (ciii) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions breaches or revocations that (i) defaults which would not be reasonably likely to in the aggregate have a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries taken as a whole and which would not prevent or delay in any material respect the consummation of the transactions contemplated hereby (each of such effects being referred to as a “Material Adverse Effect Effect,” provided that, for the purposes of Article III hereof, the term “Material Adverse Effect” shall be deemed to refer to the occurrence of any such event with respect to the financial condition, results of operations or (ii) are excused by or unenforceable as a result business of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderPurchaser).
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the The execution, delivery, or delivery and performance of this Agreement or the Ancillary Agreements Plan by the SellerMonarch do not, nor and the consummation by the Seller and of the transactions contemplated hereby and therebyby Monarch will not, nor compliance by the Seller with constitute (i) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Monarch or any of its Subsidiaries (or any of their respective properties) is subject, which breach, violation or default would have a Material Adverse Effect on Monarch, or enable any person to enjoin the provisions hereof and thereof will Merger or the other transactions contemplated hereby, (aii) conflict with a breach or result in any breach of any provisions of violation of, or a default under, the certificate articles of incorporation or bylaws by- laws or similar organizational documents of the Seller, Monarch or any of its Subsidiaries or (biii) result in a violation, breach or breach violation of, or constitute a default under (or an event which with or without due notice or lapse of time) time or both would constitute a default (under), or give rise to result in the termination of, accelerate the performance required by, or result in the creation of any right lien, pledge, security interest, charge or other encumbrance upon any of terminationthe properties or assets of Monarch or any of its Subsidiaries under, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgageindenture, deed of trust, security interest, indenture, license, contract, loan agreement or other agreement, plan or other instrument or obligation to which the Seller Monarch or any Business Sub of its Subsidiaries is a party party, or by to which the any of their respective properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assetsaffected, except for any of the foregoing that, individually or in the case of clauses (b) or (c) for violationsaggregate, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect on Monarch; and the consummation of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities referred to in Section 5.1(b) hereof, (ii) are excused by any such approval, consent or unenforceable as waiver that already has been obtained, and (iii) any other approvals, consents or waivers the absence of which, individually or in the aggregate, would not result in a result of Material Adverse Effect on Monarch or enable any person to enjoin the filing of Merger or the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderBank Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (California Commercial Bankshares)
No Violations. Upon the entry of the Section 363/365 Order and(a) Except as previously disclosed in writing to AltaRex, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance execution and delivery of this Agreement or by ViRexx, the Ancillary Agreements by the Seller, nor the consummation by the Seller and completion of the transactions contemplated hereby nor the fulfillment and thereby, nor compliance by the Seller ViRexx with any of the terms and provisions hereof and thereof will will: (ai) violate, conflict with with, or result in any breach of any provisions provision of, require any consent (other than the consent of the certificate of incorporation its commercial banker), approval or bylaws of the Seller, (b) result in a violation, or breach ofnotice under, or constitute a default (or an event which, with or without due notice or lapse of timetime or both, would constitute a default) or result in a default (or give rise to any right of terminationtermination or acceleration under, cancellationor result in a creation of any lien, vestingsecurity interest, paymentcharge or encumbrance upon any of the properties or assets of ViRexx or its subsidiaries under, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract(ii) the ViRexx Governing Documents, agreement or arrangement that is included as an Acquired Asset or (iii) any material note, bond, mortgage, indenture, loan agreement, deed of trust, security interest, indenture, license, contract, agreement, plan lien, contract or other instrument or obligation to which the Seller or any Business Sub ViRexx is a party or to which it, or any of its properties or assets, may be subject or by which the properties or assets related to the Business may be bound or affected ViRexx is bound; or (civ) subject to compliance with the statutes and regulations referred to in Section 3(b), violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to the SellerViRexx (except, the Business Subs or the Acquired Assets, except in the case of each of clauses (bi) or and (cii) above, for such violations, conflicts, breaches, defaults, terminationsterminations which, cancellationsor any consents, accelerationsapprovals or notices which if not given or received, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a any Material Adverse Effect on the business, operations or (ii) are excused by or unenforceable financial condition of ViRexx taken as a result whole or on the ability of ViRexx to consummate the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Ordertransactions contemplated hereby).
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the The execution, delivery, or delivery and performance of this Agreement or the Ancillary Agreements by the Seller, nor and the consummation of the transactions contemplated hereby, do not and will not (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of the Seller or any Acquired Company, or any resolution adopted by the board of directors or the stockholders of the Seller and or any Acquired Company; (b) contravene, conflict with, or result in a violation of, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated hereby and therebyor to exercise any remedy or obtain any relief under, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset Applicable Law or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation Order to which the Seller or any Business Sub Acquired Company, or any of the assets owned or used by any Acquired Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Approval that is a party held by any Acquired Company or by which the properties or assets related that otherwise relates to the Business may or any of the assets owned or used by any Acquired Company; (d) cause the Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (e) cause any of the assets owned by any Acquired Company to be bound reassessed or affected revalued by any taxing authority or other Governmental Authority; (f) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (cg) violate result in the imposition or creation of any orderEncumbrance upon or with respect to any of the assets owned, writleased or operated by any Acquired Company, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except excluding in the case of each of clauses (bd), (e), (f) and (g), such instances, contravention, conflict, violation, breach, default or (c) for violationsEncumbrance, breachesas the case may be, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would will not be reasonably likely to in the aggregate have a Material Adverse Effect or (ii) are excused by or unenforceable on the Acquired Companies, taken as a result whole, and that will not adversely affect, in a material respect, the ability of the filing Seller to consummate the transactions contemplated hereby. Neither the Seller or any Acquired Company is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Ordertransactions contemplated hereby.
Appears in 1 contract
Samples: Share Purchase Agreement (China Medical Technologies, Inc.)
No Violations. Upon Neither the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance execution of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will this Agreement (a) conflict with violates or result in any breach of any provisions of will violate the certificate articles of incorporation or bylaws of the SellerCompany, (b) result except as set forth in Section 5.4 of the Disclosure Schedule, violates, conflicts with, constitutes or will constitute a violation, breach or breach violation of any term or provision of, or constitute a default under, acceleration, termination or modification of the terms of, or entitle any party to declare such a default, or to accelerate, terminate or modify the terms of or under (in each case with or without due notice or lapse of time) a default (time or give rise to both), any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions provision of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bondindenture, mortgage, deed of trust, security interest, indenturelease, license, contract, loan, note, bond, agreement, plan instrument or other instrument or obligation to which the Seller or any Business Sub Company is a party party, or by which the it or any of its assets and properties are or assets related to the Business may be bound or affected or affected, (c) violate violates or conflicts with any law, statute, ordinance, rule, regulation, order, writ, injunction, decree, statutejudgment, rule award or regulation applicable to other order of any Governmental Authority or body having jurisdiction over the SellerCompany or any of its assets or operations (each, an “Applicable Law”), (d) violates any license, permit, consent, order, authorization or approval of any Governmental Authority (collectively, the Business Subs or the Acquired Assets, except in the case of clauses (b“Permits”) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that are (i) would not be reasonably likely currently issued to have a Material Adverse Effect the Company or (ii) are excused by required for the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business or unenforceable as a result to permit it to own and use its assets in the manner it currently owns and uses them, or (e) results in the creation or imposition of any Liens with respect to any of the filing assets or properties of the Petitions or as a result Company, other than (x) Liens set forth in Section 5.4 of the entry Disclosure Schedule and (y) statutory encumbrances of landlords, carriers, warehousemen, mechanics and materialmen and other similar encumbrances imposed by Applicable Law in the Ordinary Course of Business for sums not yet due and payable (the Liens and statutory encumbrances described in clauses (x) and (y) of this Section 363/365 Order or5.4(e), if applicablecollectively, the Confirmation Order“Permitted Liens”).
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and(a) Except as disclosed on Schedule 3.4(a), if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or delivery and performance of this Agreement or and the Ancillary Agreements by the Seller, nor ADC Group and the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof thereby do not and thereof will not (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (bi) result in a violationbreach or violation of any provision of the charter or by-laws or other governing document of any member of the ADC Group, (ii) result in a violation of any statute, rule, regulation or ordinance applicable to any member of the ADC Group, (iii) subject to the receipt of any consents of Persons described in Section 3.4(b), violate or result in a breach of or constitute an event of default (or an event which might, upon the passage of time or the giving of notice, or breach both, constitute an event of default) under any provision of, result in acceleration or constitute (with or without due notice or lapse cancellation of time) a default (any obligation under, or give rise to a right by any right of terminationparty to terminate, cancellationaccelerate or amend its obligations under, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interestconveyance to secure debt, note, loan, indenture, lien, Governmental Permit, material lease, material agreement, Contract, license, contract, agreement, plan or other material instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related relates to the Business may be bound BCD Business, the Assumed Liabilities or affected the Purchased Assets, or result in an Encumbrance on the BCD Business, the Assumed Liabilities or the Purchased Assets, (civ) violate any order, writ, injunctionjudgment, decree, statute, rule or regulation applicable to of any court or any governmental agency or body, (A) having jurisdiction over any member of the SellerADC Group or any of their respective assets or properties, and (B) having jurisdiction over the BCD Business, the Business Subs Assumed Liabilities or the Acquired Purchased Assets, or (v) violate any Lease or Permitted Encumbrance, except in the case of clauses (bSections 3.4(a)(ii), 3.4(a)(iii) or (c3.4(a)(iv) for violationswhere the violation, breachesconflict, defaultsdefault, terminationsacceleration, cancellationstermination, accelerationscancellation, creations, impositions, suspensions imposition of fees or revocations that (i) penalties or Encumbrance would not be reasonably likely to individually or in the aggregate have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderEffect.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 3.3 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI VII shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the any Seller, nor the consummation by the any Seller and of the transactions contemplated hereby and therebyhereby, nor compliance by the any Seller with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate articles of incorporation or bylaws of the any Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension suspension, or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the any Seller or any Business Sub is a party or by which the any Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to any Seller or to any Seller's properties or assets, (d) result in the creation or imposition of any Encumbrance on any asset of any Seller, or (e) cause the Business Subs suspension or the Acquired Assetsrevocation of any permit, license, governmental authorization, consent, or approval necessary for any Seller to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Seller Material Adverse Effect or Effect, (ii) are excused by or unenforceable as a result of the Sellers' filing of the Petitions Petitions, or as a result (iii) are set forth in Section 3.4 of the entry of the Seller Disclosure Letter. Section 363/365 Order or, if applicable, the Confirmation Order.3.5
Appears in 1 contract
No Violations. Upon the entry (a) Except as set forth on Section 4.5 of the Section 363/365 Order and, if applicable, Company Disclosure Schedule (which Schedule shall be delivered within 20 days of the Confirmation Orderdate hereof and shall be reasonably acceptable to the Plan Investor), assuming that the consentsGovernmental Requirements and Required Consents will be satisfied, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall will remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedVII will be satisfied, at except as contemplated by the Closing Plan and the Restructuring (including any consents expressly required thereunder), neither the execution, delivery, delivery or performance by the Company of this Agreement or any of the Ancillary Agreements by other Transaction Documents to which the SellerCompany (or the Reorganized Debtors, as the case may be) is a party nor the consummation by of the Seller and transactions contemplated hereby or thereby will (after giving effect to the transactions contemplated hereby and thereby, nor compliance by under the Seller with any of the provisions hereof and thereof will Plan): (ai) conflict with with, or result in a breach or a violation of, any breach of any provisions provision of the certificate of incorporation or bylaws or other organizational documents of the SellerCompany or any of its Subsidiaries (or the Reorganized Debtors, (b) result in a violationas the case may be), including the Amended and Restated Articles of Incorporation and Bylaws, or breach of(ii) as of the Closing, or constitute (constitute, with or without due notice or lapse the passage of time) time or both, a default (breach, violation or default, create an Encumbrance, give rise to any right of termination, modification, cancellation, vestingprepayment, paymentsuspension, exerciselimitation, revocation, default or acceleration, suspension or revocation) under any of the terms, conditions Law or provisions any provision of any contractagreement, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan commitment, lease, license, permit, franchise or other instrument or obligation (collectively, "Contracts") to which the Seller Company or any Business Sub of its Subsidiaries is a party or by pursuant to which the Company or any of its Subsidiaries or any of their respective assets or properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assetsis subject, except in the case of clauses (b) or (c) for breaches, violations, breaches, defaults, terminationsEncumbrances (other than Permitted Encumbrances), cancellationsor rights of termination, accelerationsmodification, creationscancellation, impositionsprepayment, suspensions suspension, limitation, revocation or revocations that (i) would acceleration which, individually or in the aggregate, are not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderEffect.
Appears in 1 contract
Samples: Investment Agreement (Friedmans Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 4.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI VII shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Sellerany Purchaser, nor the consummation by the Seller and any Purchaser of the transactions contemplated hereby and therebyhereby, nor compliance by the Seller any Purchaser with any of the provisions hereof and thereof hereof, will (a) conflict with or result in any breach of any provisions of the articles or certificate of incorporation incorporation, as the case may be, or bylaws of the Sellera Purchaser, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the Seller or any Business Sub a Purchaser is a party or by which the a Purchaser or a Purchaser's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to any Purchaser or a Purchaser's properties or assets, (d) result in the Sellercreation or imposition of any Encumbrance on any asset of any Purchaser, or (e) cause the Business Subs suspension or the Acquired Assetsrevocation of any permit, license, governmental authorization, consent, or approval necessary for any Purchaser to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Purchaser Material Adverse Effect or (ii) are excused by or unenforceable except as a result set forth in Section 4.5 of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderPurchaser Disclosure Letter.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mid American Waste Systems Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations(a) (i) No filing with, and filings referred to in Section 3.4 have been made no permit, authorization, consent or obtained and shall remain in full force and effect and approval of, any state or federal public body or authority is necessary for the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance execution of this Agreement or the Ancillary Agreements by the SellerSeller and the consummation by the Seller of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by the Seller does, nor the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (ax) conflict with or result in any breach of any provisions of the certificate of incorporation applicable partnership agreement or bylaws of other agreements or organizational documents applicable to the Seller, (by) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any third party right of termination, cancellation, vesting, payment, exercise, material modification or acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreementcommitment, plan arrangement, understanding, agreement or other instrument or obligation of any kind to which the Seller or any Business Sub is a party or by which the Seller or any of its properties or assets related to the Business may be bound or affected or (cz) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to the Seller, the Business Subs Seller or the Acquired Assets, except in the case any of clauses its properties or assets. (b) The Shares and the certificates representing such Shares are held by the Seller, or (c) by a nominee or custodian for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result the benefit of the filing Seller, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever. Seller currently has, and on the Petitions or as a result of Closing Date shall sell, assign, transfer and deliver to the entry of Purchaser at the Section 363/365 Order orClosing, if applicableand the Purchaser shall receive at the Closing, good, valid and marketable title to the Confirmation OrderCompany Common Stock. ARTICLE 3.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and(a) Except as disclosed on Schedule 3.3(a), if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or delivery and performance of this Agreement or and the Ancillary Agreements by the Seller, nor Seller and the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof thereby do not and thereof will not (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (bi) result in a violationbreach or violation of any provision of the charter or by-laws or other governing document of any member of Seller Group, (ii) result in a violation of any statute, rule, regulation or ordinance applicable to Seller or the assets of any member of Seller Group, (iii) subject to the receipt of any consents of third Persons described in Section 3.3(b), violate or result in a breach of or constitute an event of default (or an event which might, upon the passage of time or the giving of notice, or breach both, constitute an event of default) under any provision of, result in acceleration or constitute (with or without due notice or lapse cancellation of time) a default (any obligation under, or give rise to a right by any right of terminationparty to terminate or amend its obligations under, cancellationany Encumbrance, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interestloan, indenture, licenselien, contractGovernmental Permit, Lease, agreement, plan Contract, license, instrument, or other instrument arrangement or obligation to commitment which the Seller or any Business Sub is a party or by which the properties or assets related relates to the Business may be bound Assumed Liabilities or affected the Purchased Assets, except where failure of compliance would not individually or in the aggregate have a Material Adverse Effect on any member of Seller Group or delay the ability of any member of Seller Group to consummate the transactions contemplated hereby, or (civ) violate any order, writ, injunctionjudgment, decree, statute, rule or regulation applicable to the Sellerof any court or any governmental agency or body, (A) having jurisdiction over any member of Seller Group or any of its assets or properties, and (B) having jurisdiction over the Business Subs or the Acquired Purchased Assets, except in the case of clauses (b) or (cv) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions violate any Lease or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderPermitted Encumbrance.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, declarations and filings referred to in Section 3.4 3.3 of this Agreement have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedeffect, at the Closing neither the execution, delivery, or performance execution and delivery by Purchaser of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by Purchaser of the Seller and the transactions contemplated hereby and therebyContemplated Transactions, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof of this Agreement, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or and bylaws of the SellerPurchaser, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the Purchaser or any of Purchaser’s properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of Purchaser’s properties or assets, (d) result in the Sellercreation or imposition of any Encumbrance on any asset of Purchaser, or (e) cause the Business Subs suspension or the Acquired Assetsrevocation of any Governmental Authorization necessary for Purchaser to conduct its business as currently conducted, except except, in the case of clauses (b) or ), (c), (d) and (e), for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to not, individually or in the aggregate, have a Purchaser Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderEffect.
Appears in 1 contract
No Violations. Upon the entry Except for (i) any applicable requirements of the Section 363/365 Order and, if applicableSecurities Act, the Confirmation OrderExchange Act, assuming the HSR Act and any applicable filings under state securities, "Blue Sky" or takeover laws, and (ii) the filing of the Certificate of Merger as required by the GCL, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other party that is necessary or required in connection with the consentsexecution and delivery of this Agreement by Parent or Merger Subsidiary, approvalsor for the consummation by Parent or Merger Subsidiary of the transactions contemplated by this Agreement shall not have been obtained as of the Closing. Assuming that all filings, registrations, Permits, authorizations, declarations, consents and filings referred to in Section 3.4 approvals contemplated by the immediately preceding sentence have been duly made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedobtained, at the Closing neither the execution, delivery, or delivery and performance of this Agreement or the Ancillary Agreements by the Seller, other agreements contemplated hereby nor the consummation by the Seller and of the transactions contemplated hereby or thereby by Parent and thereby, nor compliance by the Seller with any of the provisions hereof and thereof Merger Subsidiary will (ai) conflict with or result in any breach of any provisions provision of the certificate Articles or Certificate of incorporation Incorporation or bylaws ByLaws of the SellerParent or Merger Subsidiary, (bii) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of terminationunder, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan Contract or other instrument or obligation to which the Seller Parent or any Business Sub of its Subsidiaries is a party or by which the it or any of them or any of their properties or assets related to the Business may be bound or affected or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the SellerParent or any of its Subsidiaries or any of their properties or assets except, the Business Subs or the Acquired Assets, except in the case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Order.subsections
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions Except as set forth in Article VI shall have been satisfied or waivedSection 3.5 of the Company Disclosure Schedule, at the Closing neither the execution, delivery, delivery or performance of this Agreement or the Ancillary Agreements by the Seller, Company nor the consummation by the Seller and Company of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of violate the certificate of incorporation or bylaws of the SellerCompany’s Organizational Documents, (b) result in a violation, violation or breach of, or constitute a default (with or without due notice or lapse of time, or both) a default (or under, give rise to any right of consent, approval, authorization, termination, cancellationrecapture, vestingcancellation or acceleration of, paymentor result in the imposition of any Lien, exerciseother than a Permitted Lien, accelerationon any assets, suspension capital stock or revocation) under property of the Company or any of the terms, conditions or provisions of its Subsidiaries pursuant to any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan Contract or other instrument or obligation to which the Seller Company or any Business Sub of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their assets or properties are bound, except for such violations, breaches and defaults (or assets related rights of consent, approval, authorization, termination, cancellation or acceleration or Lien) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect or prevent or materially delay the Business may be bound or affected consummation of the transactions contemplated hereby or (c) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.4 and this Section 3.5 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs Company or the Acquired Assetsany of its Subsidiaries or any of their respective assets and properties, except in the case of clauses (b) or (c) for such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions breaches or revocations that (i) defaults which would not be reasonably likely to have a Company Material Adverse Effect or (ii) are excused by prevent or unenforceable as a result materially delay the consummation of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Order.transactions contemplated hereby. - - ffny03\goldfmu\658041.8
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the The execution, delivery, or delivery and performance of this Agreement or and the Ancillary Agreements by the SellerTransaction Documents, nor and the consummation by the Seller and the transactions contemplated hereby and thereby, nor compliance by the Seller with any Parties of the provisions hereof Contemplated Transactions, do not and thereof will not (a) conflict with with, or result in any violation of or constitute a breach or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provisions obligation under any provision of the certificate Organizational Documents of incorporation a Seller Party or bylaws of the Seller, under any Material Contract; (b) result in a violation, the creation of any Lien (except for Permitted Liens) upon the Shares or breach of, the Sold Subsidiaries Shares or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions respective assets or provisions properties of any contract, agreement Sold Company or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or Sold Subsidiary; (c) violate any orderOrder against or binding upon, writa Seller Party with respect to the Business or any of the Shares or Sold Subsidiaries Shares; or (d) assuming compliance with the matters set forth in Section 3.4, injunction, decree, statute, rule or regulation violate any Law applicable to the Seller, any Seller Party with respect to the Business Subs or any of the Acquired AssetsShares or Sold Subsidiaries Shares, except in with respect to each of the case of foregoing clauses (b) or ), (c) and (d) above, for violationsany such conflict, breachesviolation, defaultsbreach, terminationsdefault, cancellationscreation, accelerationstermination, creationscancelation or acceleration of right as would not, impositionsindividually or in the aggregate, suspensions or revocations that (i) would not be reasonably likely material to have the Business, taken as a Material Adverse Effect whole, or (ii) are excused by reasonably be expected to prevent or unenforceable as a result materially impair or delay the ability of the filing Sellers to perform their obligations under this Agreement and to timely consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement and the Transaction Documents, and the consummation by the Seller Parties of the Petitions Contemplated Transactions, do not and will not conflict with, or as result in any violation of or constitute a result breach or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under the entry of the Section 363/365 Order or, if applicable, the Confirmation Order.Existing Credit Agreement. xlii
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions Except as set forth in Article VI shall have been satisfied or waivedSection 5.7 of the Company Disclosure Letter, at the Closing neither the execution, delivery, or and performance of this Agreement or the Ancillary Agreements by the Seller, Company nor the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance to be consummated by the Seller with any of the provisions hereof and thereof Company hereby will (a) conflict with contravene or result violate any Applicable Law to which the Company or any of its Subsidiaries is subject or by which any of their respective properties or assets are bound (assuming all authorizations, approvals, consents, registrations and filings contemplated in any breach of any provisions of the certificate of incorporation Section 5.6 have been obtained or bylaws of the Sellermade, as applicable), (b) violate or conflict with any provision of the Organizational Documents of the Company or any of its Subsidiaries, (c) violate, conflict with, result in a violationthe breach of or default under, or breach ofan event that, or constitute (with or without due notice or lapse of time) time or both, would constitute a default (under, or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of require the terms, conditions or provisions consent of any contractother party to, agreement any Real Property Lease or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation Material Contract to which the Seller Company or any Business Sub of its Subsidiaries is a party or any Material Permit held by the Company or any of its Subsidiaries or by which any of their respective assets or properties are bound or give any other party to such Real Property Lease or Material Contract the right to terminate, amend, cancel or accelerate the rights or obligations of the Company or any of its Subsidiaries thereunder, or result in the loss of any benefit of the Company or any of its Subsidiaries under any Real Property Lease or Material Contract to which the Company or any of its Subsidiaries is a party or any Material Permit held by the Company or any of its Subsidiaries or by which any of their respective assets or properties are bound, or (d) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) upon or with respect to any of the properties or assets related to of the Business may be bound Company or affected or (c) violate any orderof its Subsidiaries, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except other than in the case of clauses (a), (b) or (with respect to the Company’s Subsidiaries), (c) and (d), for violationsany violation, breachesconflict, defaultsbreach, terminationsdefault, cancellationsconsent, accelerationstermination, creationsamendment, impositionscancellation, suspensions acceleration, loss of benefits or revocations that (i) Encumbrances which would not be reasonably likely to have a Company Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderEffect.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order andExcept as disclosed in Schedule 4(f), if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, Company nor the consummation by the Seller and the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result its Subsidiaries is in any breach violation of any provisions of the certificate of incorporation or bylaws of the Seller, (b) result in a violation, or breach term of, or constitute (with in default under, the Articles of Incorporation or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any the By-laws of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset Company or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan mortgage, indebtedness, indenture, instrument, judgment, decree or other instrument or obligation to which the Seller order or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs Company or the Acquired Assetsits Subsidiaries, except in the case of clauses (b) or (c) for violations, breachesconflicts, defaults, terminations, cancellationsamendments, accelerations, creationscancellations and violations that would not, impositionsindividually or in the aggregate, suspensions constitute or revocations that (i) reasonably be expected to constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for violations the sanctions for which either, individually or in the aggregate, would not have or reasonably be reasonably likely expected to have a Material Adverse Effect Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws of any states, to the Company's knowledge, the Company is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (ii) are excused by or unenforceable as a result of except the filing of a registration statement as outlined in the Petitions Registration Rights Agreement) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Equity Line Transaction Documents in accordance with the terms hereof or thereof except for those consents, authorizations, permits, orders or filings as a result have been obtained or effected on or prior to the date hereof and are in full force and effect as of the entry date hereof. Except as disclosed in Schedule 4(f), the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any violation or default set forth in this Section 4(F). The Company is not, and will not be, in violation of the Section 363/365 Order or, if applicable, listing requirements of the Confirmation OrderPrincipal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future.
Appears in 1 contract
Samples: Investment Agreement (Mannatech Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, delivery or performance ------------- of this Agreement or the Ancillary Agreements by the SellerPurchaser, nor the consummation by the Seller and Purchaser of the transactions contemplated hereby and therebyhereby, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the SellerPurchaser, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreementplan, plan or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the any of Purchaser's properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to Purchaser or Purchaser's properties or assets, or (d) cause the Sellersuspension or revocation of any permit, the Business Subs license, governmental authorization, consent, or the Acquired Assetsapproval necessary for Purchaser to perform its obligations under this Agreement, except in the case of clauses (b) or ), (c) and (d) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would could not reasonably be reasonably likely expected to individually or in the aggregate have a Material Adverse Effect material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby or (ii) are excused by materially hinder or unenforceable as a result delay such consummation, or on the rights of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderSeller hereunder.
Appears in 1 contract
No Violations. Upon Etc No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary on the entry part of BOS for the consummation by BOS of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect Merger and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, deliveryother transactions contemplated hereby, or performance for the exercise by RSI and the Surviving Corporation of full rights to own and operate the business of BOS as presently being conducted, except for (i) the filing of the Articles of Merger as required by the NMBCA and (ii) compliance with the applicable requirements of the Securities Act, state securities or "blue sky" laws and state takeover laws. Neither the execution and delivery of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by of the Seller Merger and the other transactions contemplated hereby and thereby, thereby nor compliance by the Seller BOS with any all of the provisions hereof and thereof thereof, nor the exercise by RSI and the Surviving Corporation of full rights to own and operate the business of BOS as presently being conducted will (ai) conflict with or result in any breach of any provisions provision of the certificate Articles of incorporation Incorporation, bylaws or bylaws other charter document of the SellerBOS, (bii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to BOS, or by which any of its properties or assets may be bound, or (iii) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension redemption or revocation) under repurchase under, any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, indenture, deed of trust, security interestlicense, indenture, licenselease, contract, agreement, plan agreement or other instrument or obligation to which the Seller or any Business Sub BOS is a party or by which the any of them or any of their properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assetsbound, except where such event would not, individually or in the case of clauses (b) or (c) for violationsaggregate, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result Effect. The Disclosure Schedule lists all consents, waivers and approvals required to be obtained in connection with the consummation of the filing transactions contemplated hereby under any of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicableBOS's Contracts (defined below), the Confirmation Order.failure to obtain which would have a Material
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reconditioned Systems Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing Except as contemplated by this Agreement: (i) neither the execution, delivery, or performance execution and delivery of this Agreement by Cona or the Ancillary Agreements by the Seller, WEF Parties nor the consummation by of the Seller Arrangement and the transactions contemplated hereby and thereby, by this Agreement nor compliance by the Seller Cona with any of the provisions hereof and thereof will will: (aA) violate, conflict with with, or result in any a breach of any provisions of the certificate of incorporation provision of, require any consent, approval or bylaws of the Seller, (b) result in a violation, or breach ofnotice under, or constitute a default (or an event which, with or without due notice or lapse of timetime or both, would constitute a default) or result in a default (or give rise to any right of terminationtermination or acceleration under, cancellation, vesting, payment, exercise, acceleration, suspension the constating or revocation) under any governing documents of Cona or the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected WEF Parties; or (cB) subject to compliance with applicable statutes and regulations, violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to the Seller, the Business Subs Cona or the Acquired AssetsWEF Parties; (except, except in the case of each of clauses (bA) or and (cB) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations, creations, impositionscreations of encumbrances, suspensions or revocations that (i) which, or any consents, approvals or notices which if not given or received, would not not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect materially delay or impede the ability of Cona to consummate the Arrangement); or (ii) are excused by other than in connection with or unenforceable as a result in compliance with the provisions of Applicable Laws in relation to the completion of the filing Arrangement or which are required to be fulfilled post Arrangement, and except for the requisite approvals of the Petitions or as a result Court and the Competition Act Approval: (A) there is no legal impediment to Cona’s consummation of the entry Arrangement; and (B) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is required of Cona or the WEF Parties in connection with the consummation of the Section 363/365 Order orArrangement, except for such filings or registrations which, if applicablenot made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the Confirmation Orderaggregate, be reasonably likely to materially delay or impede the ability of Cona to consummate the Arrangement.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the The execution, delivery, or delivery and performance of this Agreement or the Ancillary Agreements by the SellerSBI and SBI Merger Sub does not, nor and the consummation by the Seller and of the transactions contemplated hereby by SBI and therebySBI Merger Sub will not, nor compliance by the Seller with constitute (i) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument to which SBI or SBI Merger Sub (or any of SBI's respective properties or assets) is subject, which breach, violation or default would have a Material Adverse Effect on SBI on a consolidated basis, or enable any person to enjoin the provisions hereof and thereof will Merger, (aii) conflict with a breach or result in any breach of any provisions of the certificate violation of, or a default under, SBI's or SBI Merger Sub's articles of incorporation or bylaws of the Seller, or (biii) result in a violation, breach or breach violation of, or constitute a default under (or an event which with or without due notice or lapse of time) time or both would constitute a default (under), or give rise to result in the termination of, accelerate the performance required by, or result in the creation of any right lien, pledge, security interest, charge or other encumbrance upon any of terminationSBI's properties or assets under, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgageindenture, deed of trust, security interest, indenture, license, contract, loan agreement or other agreement, plan or other instrument or obligation to which the Seller or any Business Sub it is a party party, or by to which the any of SBI's properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assetsaffected, except for any of the foregoing that, individually or in the case of clauses (b) or (c) for violationsaggregate, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect on SBI, on a consolidated basis; and the consummation of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities referred to in Section 5.1(b), (ii) are excused by any such approval, consent or unenforceable waiver that already has been obtained, (iii) the approval of SBI as the sole shareholder of SBI Merger Sub, and (iv) any other approvals, consents or waivers the absence of which, individually or in the aggregate, would not result in a result of Material Adverse Effect on SBI, on a consolidated basis, or enable any person to enjoin the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderMerger.
Appears in 1 contract
No Violations. Upon the entry None of the Section 363/365 Order and, if applicable, issuance and sale of the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect Securities and the conditions set forth in Article VI shall have been satisfied or waivedGuarantees, at the Closing neither the execution, delivery, or delivery and performance of this each of the Transaction Documents by the Calumet Parties to which each is a party or of the Royal Purple Acquisition Agreement by Calumet, compliance by the Calumet Parties with the terms hereof or thereof and the consummation of the transactions contemplated by the Transaction Documents (i) constitutes or will constitute a violation of the Partnership Agreement, the Operating Company Agreement, the OLP GP Agreement, the Calumet Agreement, the Calumet Shreveport Agreement, the Shreveport Subsidiary Agreements, the Calumet Penreco Agreement, the Reseller Charter Documents, S&S International Charter Documents, the Calumet Superior Agreement, the Calumet Missouri Agreement, the TruSouth Oil Agreement or the Ancillary Agreements by Calumet Finance Charter Documents (all such agreements, together with the Sellercertificates of limited partnership or formation or certificates of incorporation, nor the consummation by the Seller bylaws and the transactions contemplated hereby and thereby, nor compliance by the Seller with any other organizational documents of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of Calumet Parties collectively, the certificate of incorporation or bylaws of the Seller“Organizational Documents”), (bii) result in constitutes or will constitute a violation, breach or breach violation of, or constitute a default under (or an event which, with or without due notice or lapse of time) time or both, would constitute such a default (or give rise to default), any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bondindenture, mortgage, deed of trust, security interest, indenture, license, contract, loan agreement, plan lease or other agreement or instrument or obligation to which any of the Seller or any Business Sub Calumet Parties is a party or by which the any of them or any of their respective properties or assets related to the Business may be bound or affected subject, (iii) violates or (c) will violate any statute, law or regulation or any order, writrule, injunctionjudgment, decreedecree or injunction of any court or governmental agency or body having jurisdiction over any of the Calumet Parties or any of their properties or (iv) results or will result in the creation or imposition of any lien, statutecharge or encumbrance upon any property or assets of any of the Calumet Parties, rule which breaches, violations, defaults, liens, charges or regulation applicable to the Sellerencumbrances, the Business Subs or the Acquired Assets, except in the case of clauses (bii), (iii) or (c) for violationsiv), breacheswould, defaultsindividually or in the aggregate, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result materially impair the ability of any of the filing Calumet Parties to perform their obligations under the Transaction Documents or of Calumet to perform its obligations under the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderRoyal Purple Acquisition Agreement.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 4.3 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedeffect, at the Closing neither the execution, delivery, delivery or performance of this Agreement or the Ancillary Agreements by the Seller, Purchaser nor the consummation by the Seller and Purchaser of the transactions contemplated hereby and therebyhereby, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof hereof, will (a) conflict with or result in any breach of any provisions of the articles or certificate of incorporation incorporation, as the case may be, or bylaws of the SellerPurchaser, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the Purchaser or the Purchaser's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the Seller, the Business Subs Purchaser or the Acquired AssetsPurchaser's properties or assets, (d) result in the creation or imposition of any Encumbrance on any asset of the Purchaser, or (e) cause the suspension or revocation of any permit, license, governmental authorization, consent, or approval necessary for the Purchaser to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Purchaser Material Adverse Effect or (ii) are excused by or unenforceable except as a result set forth in Section 4.4 of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderPurchaser Disclosure Letter.
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Telecommunication Solutions Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, declarations and filings referred to in Section 3.4 3.3 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedeffect, at the Closing neither the execution, delivery, delivery or performance of this Agreement or by any of the Ancillary Agreements by the SellerSellers, nor the consummation by any of the Seller and Sellers of the transactions contemplated hereby and therebyhereby, nor compliance by any of the Seller Sellers with any of the provisions hereof and thereof hereof, will (a) conflict with or result in any breach of any provisions of the certificate or articles of incorporation incorporation, as the case may be, or bylaws of any of the SellerSellers, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan Contract (including any Assumed Contracts) or other instrument or obligation to which the a Seller or any Business Sub is a party or by which the a Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to a Seller or a Seller's properties or assets, (d) result in the creation or imposition of any Encumbrance on any property or asset of a Seller, or (e) cause the Business Subs suspension or the Acquired Assetsrevocation of any Company Permit necessary for any Seller to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d) and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Company Material Adverse Effect or Effect, (ii) are excused by or unenforceable as a result of the Sellers' filing of the Petitions Petitions, or as a result (iii) are set forth in Section 3.4 of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderCompany Disclosure Letter.
Appears in 1 contract
Samples: Asset Purchase Agreement (Winstar Communications Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, delivery or ------------- performance of this Agreement or the Ancillary Agreements by the SellerPurchaser, nor the consummation by the Seller and Purchaser of the transactions contemplated hereby and therebyhereby, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the SellerPurchaser, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreementplan, plan or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the any of Purchaser's properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to Purchaser or Purchaser's properties or assets, or (d) cause the Sellersuspension or revocation of any permit, the Business Subs license, governmental authorization, consent, or the Acquired Assetsapproval necessary for Purchaser to perform its obligations under this Agreement, except in the case of clauses (b) or ), (c) and (d) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would could not reasonably be reasonably likely expected to individually or in the aggregate have a Material Adverse Effect material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby or (ii) are excused by materially hinder or unenforceable as a result delay such consummation, or on the rights of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderSeller hereunder.
Appears in 1 contract
No Violations. Upon Neither the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery of this Agreement by Purchaser or the Transitory Subsidiary (and any Ancillary Agreements by to which Purchaser or the SellerTransitory Subsidiary is a party), nor the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof thereby will (a) conflict with or result in any breach of any provisions of violate the certificate of incorporation or bylaws by-laws of Purchaser or the certificate of formation or the limited liability company agreement of the SellerTransitory Subsidiary, each as amended or restated, or any resolutions adopted by the stockholders or board of directors or committee of the board of directors of Purchaser or by the members or managers of the Transitory Subsidiary (or any committee thereof), (b) result in a violation, violation or breach of, or constitute a default (with or without due notice or lapse of time, or both) a default (under, or give rise to any right of termination, cancellationcancellation or acceleration of, vestingany Contract material to Purchaser or the Transitory Subsidiary, paymentexcept for such violations, exercisebreaches and defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, suspension individually or revocationin the aggregate, reasonably be expected to prevent the consummation of the transactions contemplated hereby or by the Ancillary Agreements or the performance by Purchaser or the Transitory Subsidiary of its obligations hereunder or thereunder, (c) under conflict with or violate in any material respect any of the termsterms or requirements of, conditions or provisions give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify in any material respect, any permit, license or franchise that is held by Purchaser or the Transitory Subsidiary, except for any such conflict violation, revocation, withdrawal, suspension, cancellation, termination or modification that would not, individually or in the aggregate, reasonably be expected to prevent the consummation of the transactions contemplated hereby or by the Ancillary Agreements or the performance by Purchaser or the Transitory Subsidiary of their respective obligations hereunder or thereunder, (d) result in the imposition or creation of any contractLien (other than a Permitted Lien) upon or with respect to any asset owned by Purchaser or the Transitory Subsidiary, agreement except for any Lien that would not, individually or arrangement that is included as an Acquired Asset in the aggregate, reasonably be expected to prevent the consummation of the transactions contemplated hereby or by the Ancillary Agreements or the performance by Purchaser or the Transitory Subsidiary of their respective obligations hereunder or thereunder, or (e) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.3 and Section 5.4 of the Purchaser Disclosure Schedule are duly and timely obtained or made, violate in any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan respect any Governmental Order or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Seller, the Business Subs Purchaser or the Acquired Assets, except in the case of clauses (b) Transitory Subsidiary or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Ordertheir respective Subsidiaries.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order andExcept for filings, if applicable, the Confirmation Order, assuming that the consents, approvalspermits, authorizations, declarationsconsents and approvals as may be required under, and filings referred to in Section 3.4 have been made other applicable requirements of, the Securities Act, the Exchange Act, state securities or obtained blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and shall remain in full force recordation of the Merger Certificate as required by the NGCL, and effect and the conditions as set forth in Article VI shall have been satisfied on Schedule 2.6 of the PRO Disclosure Schedule no filing with or waivednotice to, at and no remit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the Closing neither the execution, delivery, or performance execution and delivery by PRO of this Agreement or the Ancillary Agreements consummation by PRO of the Sellertransactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on PRO. Except as set forth in Section 2.6 of the PRO Disclosure Schedule, neither the execution, delivery and performance of this Agreement by PRO nor the consummation by the Seller and PRO of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or bylaws Bylaws (or similar governing documents) of the SellerPRO, (bii) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellationamendment, vestingcancellation or acceleration or Lien) under, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trustindenture, security interest, indenturelease, license, contract, agreement, plan agreement or other instrument or obligation to which the Seller or any Business Sub PRO is a party or by which the any of its properties or assets related to the Business may be bound or affected bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Seller, the Business Subs PRO or the Acquired Assetsany of its properties or assets, except in the case of clauses (bii) or (ciii) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions breaches or revocations that (i) defaults which would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Orderon PRO.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 3.3 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI VII shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the any Seller, nor the consummation by the any Seller and of the transactions contemplated hereby and therebyhereby, nor compliance by the any Seller with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate articles of incorporation or bylaws of the any Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension suspension, or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the any Seller or any Business Sub is a party or by which the any Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to any Seller or to any Seller's properties or assets, (d) result in the creation or imposition of any Encumbrance on any asset of any Seller, or (e) cause the Business Subs suspension or the Acquired Assetsrevocation of any permit, license, governmental authorization, consent, or approval necessary for any Seller to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Seller Material Adverse Effect or Effect, (ii) are excused by or unenforceable as a result of the Sellers' filing of the Petitions Petitions, or as a result (iii) are set forth in Section 3.4 of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderSeller Disclosure Letter.
Appears in 1 contract
No Violations. Upon Neither the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery of this Agreement or the by any Acquired Company, as applicable, and any Ancillary Agreements by the Sellerto which such Person is a party, nor the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result in violate the Company Organizational Documents or any breach resolutions adopted by the equityholders or board of managers (or equivalent body) or committee of the board of managers (or equivalent body) of any provisions of the certificate of incorporation or bylaws of the SellerAcquired Company, (b) result in a violation, violation or breach of, or constitute a default (with or without due notice or lapse of time, or both) a default (under, or give rise to any right of termination, cancellationcancellation or acceleration of, vestingany Contract, paymentexcept for such violations, exercisebreaches and defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, suspension or revocation) under any of in the termsaggregate, conditions or provisions result in the imposition of any contract, agreement Damages (including the cost of replacing any such terminated or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan cancelled Contract or other instrument obligation) or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related liabilities to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired AssetsBusiness, except for any such Damages or liabilities, individually or in the case of clauses (b) or (c) for violationsaggregate, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely expected to have result in liability to the Acquired Business in excess of $250,000, (c) conflict with or violate in any material respect any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify in any material respect, any Permit that is held by any Acquired Company, (d) result in the imposition or creation of any Lien (other than a Material Adverse Effect Permitted Lien) upon or with respect to any material Acquired Business Asset or (iie) are excused by assuming the consents, approvals, authorizations or unenforceable as a result Permits and filings or notifications referred to in Section 3.4 and Section 3.5 of the filing of the Petitions Company Disclosure Schedule are duly and timely obtained or as a result of the entry of the Section 363/365 made, violate in any material respect any Governmental Order or, if applicable, the Confirmation Orderor Law applicable to any Acquired Company.
Appears in 1 contract
No Violations. Upon Except for the entry filing and recordation of a Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Purchaser of the Section 363/365 Order andtransactions contemplated by this Agreement, if applicableexcept for filings, the Confirmation Order, assuming that the consents, approvalspermits, authorizations, declarationsconsents or approvals, the failure to obtain which would not in the aggregate have a material adverse effect on the financial condition, results of operations or business of the Purchaser taken as a whole or which would not prevent or delay in any material respect the consummation of the transactions contemplated hereby. Neither the execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery of this Agreement or the Ancillary Agreements by the Seller, Purchaser nor the consummation by the Seller and Purchaser of the transactions contemplated hereby and thereby, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof will (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the SellerPurchaser, (bii) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, lease, contract, agreement, plan agreement or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the it or its properties or assets related to the Business may be bound or affected or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the SellerPurchaser, the Business Subs or the Acquired Assetsany of its properties or assets, except in the case of clauses (bii) or (ciii) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions breaches or revocations that (i) defaults which would not be reasonably likely to in the aggregate have a material adverse effect on the financial condition, results of operations or business of the Purchaser and its subsidiaries taken as a whole and which would not prevent or delay in any material respect the consummation of the transactions contemplated hereby (each of such effects being referred to as a "Material Adverse Effect Effect," provided that, for the purposes of Article III hereof, the term "Material Adverse Effect" shall be deemed to refer to the occurrence of any such event with respect to the financial condition, results of operations or (ii) are excused by or unenforceable as a result business of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Order.Purchaser). 160
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, delivery or performance of this Agreement or the nor any Ancillary Agreements Agreement by the either Seller, nor the consummation by the either Seller and of the transactions contemplated hereby and or thereby, nor compliance by the either Seller with any of the provisions hereof and thereof or thereof, will (a) conflict with or result in any breach of any provisions of the articles or certificate of incorporation incorporation, as the case may be, or bylaws of the either Seller, (b) except as may arise under the Acquired Contracts or Passed- Through Contracts, result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the either Seller or any Business Sub is a party or by which the either Seller or either Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to either Seller or either Seller's properties or assets, (d) result in the Sellercreation or imposition of any encumbrance on any Acquired Asset, or (e) cause the Business Subs suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the Acquired Assetsconduct of the Businesses as currently conducted or as proposed to be conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Material Adverse Effect or (ii) are excused material adverse effect on either Seller's ability to complete the transactions contemplated by or unenforceable as a result of this Agreement and the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderAncillary Agreements.
Appears in 1 contract
No Violations. Upon the entry Except as otherwise described in Section 3.6 of the Section 363/365 Order and, if applicableVionmall Disclosure Letter, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery by Vionmall of this Agreement or the Ancillary Agreements by the Sellerand each other ancillary agreement related hereto to which it is a party, nor the consummation by the Seller and Vionmall of the transactions contemplated hereby and thereby, nor and compliance by the Seller Vionmall with any of the provisions hereof and thereof thereof, will not, (ai) conflict with or result in violate any breach provision of any provisions of the certificate of incorporation or bylaws of the SellerVionmall Organization Documents, (bii) require any Consent under or result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vestingamendment or acceleration) under, paymentany Vionmall Material Contract (as defined below), exercise(iii) result in the termination, accelerationwithdrawal, suspension suspension, cancellation or revocationmodification of, (iv) under accelerate the performance required by any Target under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any Encumbrances (as hereafter defined) upon any of the termsproperties, conditions rights or provisions assets of any contract, agreement or arrangement that is included as an Acquired Asset Vionmall or any material noteof the Vionmall Subsidiaries, bondor (viii) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.5 hereof, mortgageand the waiting periods referred to therein having expired, deed and any condition precedent to such consent, approval, authorization or waiver having been satisfied, conflict with or violate any foreign, federal, state or local Order, statute, law, rule, regulation, ordinance, principle of trustcommon law, security interestconstitution, indenturetreaty enacted, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any orderwrit, writarbitration award, injunction, directive, judgment, or decree, statutepromulgated, rule issued, enforced or regulation applicable to the Sellerentered by any Governmental Authority (each, a “Law” and collectively, the Business Subs “Laws”) to which Vionmall or the Acquired Assets, except in the case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result any of the filing Vionmall Subsidiaries or any of the Petitions their respective assets or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Orderproperties is subject.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and(a) Except as disclosed on Schedule 3.3(a), if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or delivery and performance of this Agreement or and the Ancillary Agreements by the Seller, nor Seller and the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof thereby do not and thereof will not (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (bi) result in a violationbreach or violation of any provision of the charter or by-laws or other governing document of Seller, (ii) result in a violation of any statute, rule, regulation or ordinance applicable to Seller or the Purchased Assets, (iii) subject to the receipt of any consents of third Persons described in Section 3.3(b), violate or result in a breach of or constitute an event of default (or an event which might, upon the passage of time or the giving of notice, or breach both, constitute an event of default) under any provision of, result in acceleration or constitute (with or without due notice or lapse cancellation of time) a default (any obligation under, or give rise to a right by any right of terminationparty to terminate or amend its obligations under, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interestconveyance to secure debt, note, loan, indenture, licenselien, contractGovernmental Permit, material lease, agreement, plan Contract, license, instrument, or other instrument Encumbrance, material arrangement or obligation to commitment which the Seller or any Business Sub is a party or by which the properties or assets related relates to the Business may be bound Business, the Assumed Liabilities or affected or the Purchased Assets, (civ) violate any order, writ, injunctionjudgment, decree, statute, rule or regulation applicable to of any court or any governmental agency or body, having jurisdiction over Seller or any of the Seller, the Business Subs Purchased Assets or the Acquired Assets(v) violate any Lease or Permitted Encumbrance, except in the case of clauses (bSection 3.3(a)(iii) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) where failure of compliance would not be reasonably likely individually or in the aggregate have a material adverse effect on or delay the ability of Seller to consummate the transactions contemplated hereby, or have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderEffect.
Appears in 1 contract
Samples: Acquisition Agreement (C-Cor Inc)
No Violations. Upon the entry None of the Section 363/365 Order andissuance and sale of the Securities, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or delivery and performance of this Agreement or each of the Ancillary Agreements Transaction Documents by the SellerCalumet Parties to which each is a party, nor compliance by the Calumet Parties with the terms hereof or thereof and the consummation by the Seller and of the transactions contemplated hereby and thereby, nor compliance by the Seller with any Transaction Documents (i) constitutes or will constitute a violation of the provisions hereof and thereof will (a) conflict with Organizational Agreements or result in any breach the certificates or articles of any provisions incorporation, limited partnership or formation or other organizational documents, as the case may be, of the certificate of incorporation or bylaws of Calumet Parties (collectively with the SellerOrganizational Agreements, the “Organizational Documents”), (bii) result in constitutes or will constitute a violation, breach or breach violation of, or constitute a default under (or an event that, with or without due notice or lapse of time) time or both, would constitute such a default default), the Credit Agreement (or give rise to as defined in the Indenture), any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bondindenture, mortgage, deed of trust, security interest, indenture, license, contract, loan agreement, plan secured hedge agreement, lease or other agreement or instrument or obligation to which any of the Seller or any Business Sub Calumet Parties is a party or by which the any of them or any of their respective properties or assets related to the Business may be bound or affected subject, (iii) violates or (c) will violate any statute, law or regulation or any order, writrule, injunctionjudgment, decree, statute, rule decree or regulation applicable to injunction of any court or governmental agency or body having jurisdiction over any of the Seller, the Business Subs Calumet Parties or the Acquired Assets, except any of their properties or (iv) results or will result in the case creation or imposition of clauses (b) any lien, charge or (c) for encumbrance upon any property or assets of any of the Calumet Parties, which breaches, violations, breaches, defaults, terminationsliens, cancellationscharges or encumbrances would reasonably be expected to have, accelerationsindividually or in the aggregate, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result materially impair the ability of any of the filing of Calumet Parties to perform their obligations under the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderTransaction Documents.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, delivery or performance of this Agreement or and the Ancillary Agreements by the SellerPurchaser, nor the consummation by the Seller and Purchaser of the transactions contemplated hereby and thereby, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof thereof, will (a) conflict with or result in any breach of any provisions of the articles or certificate of incorporation incorporation, as the case may be, or bylaws of the SellerPurchaser, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the Purchaser or the Purchaser’s properties or assets related to the Business may be bound or affected (other than the Purchaser’s current financing documents which will be either replaced or modified upon the Closing in accordance with the Refinancing Commitment), (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the SellerPurchaser, the Business Purchasing Subs or the Acquired AssetsPurchaser’s properties or assets, (d) result in the creation or imposition of any encumbrance on any asset of the Purchaser or (e) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the Purchaser to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d) and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of material adverse effect on the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderPurchaser.
Appears in 1 contract
No Violations. Upon The execution, delivery and performance of this Agreement and the entry Collateral Agreements by Buyer and the consummation of the Section 363/365 Order andtransactions contemplated hereby and thereby do not and will not (i) result in a breach or violation of any provision of Buyer's charter or by-laws or in a material violation of any statute, if applicablerule, regulation or ordinance applicable to Buyer or (ii) with or without the Confirmation Ordergiving of notice or the passage of time or both, assuming violate or result in a breach of or constitute an occurrence of default (or an event that might, upon the passage of time or the giving of notice, or both, constitute an occurrence of default) under any provision of, result in acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any material mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other material arrangement or commitment to which Buyer is a party or by which it or its assets or properties are bound, or (iii) violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Buyer or any of its properties. Except as disclosed on Schedule 4.3(b), no consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required by Buyer in connection with the execution and delivery of this Agreement and the Collateral Agreements or the consummation of the transactions contemplated hereby or thereby, except for (i) any filings required to be made under the HSR Act and (ii) such consents, approvals, orders, authorizations, declarationsregistrations, and declarations or filings referred where failure of compliance would not, individually or in the aggregate, have a material adverse effect on Buyer's ability to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and consummate the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except in the case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Order.
Appears in 1 contract
No Violations. Upon The execution and delivery of this Agreement, the entry other Transaction Documents, the Offer, the Merger, the consummation of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and the other transactions contemplated hereby and thereby, nor thereby and compliance by the Seller Parent, Holdco, Xxxxxxxx and Purchaser with any of the provisions hereof and thereof thereof, will not (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation, Bylaws, partnership agreement or bylaws other governing instruments of the SellerParent, Holdco, Xxxxxxxx or Purchaser, (bii) require any Consent under or result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller Parent, Holdco, Xxxxxxxx or any Business Sub Purchaser is a party or by which the any of them or their properties or assets related to the Business may be bound or affected (the "PARENT CONTRACTS") or (ciii) violate subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, contravene any orderLaw to which Parent, writHoldco, injunction, decree, statute, rule Xxxxxxxx or regulation applicable Purchaser or any of their respective assets or properties are subject (taking into account the actions of all such parties prior to the Sellerexecution of this Agreement), the Business Subs or the Acquired Assetsexcept, except in the case of clauses (bii) or and (ciii) above, for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) any deviations from the foregoing which would not reasonably be reasonably likely expected to have a Purchaser Material Adverse Effect or (ii) are excused by prevent or unenforceable as a result materially delay the consummation of the filing transactions contemplated by this Agreement or any of the Petitions or as a result other Transaction Documents. As of the entry date hereof, there is no judgment, decree or order against Parent, Xxxxxxxx, Holdco, Purchaser or any of their subsidiaries or, to the knowledge of Parent, Holdco, Xxxxxxxx and Purchaser, any of their directors or officers (in their capacities as such), that would enjoin or materially delay any of the Section 363/365 Order or, if applicable, transactions contemplated by this Agreement or the Confirmation Orderother Transaction Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prentice Capital Management, LP)
No Violations. Upon The execution and delivery of this Agreement, the entry other Transaction Documents, the Offer, the Merger, the consummation of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and the other transactions contemplated hereby and thereby, nor thereby and compliance by the Seller Parent, Holdco, Xxxxxxxx and Purchaser with any of the provisions hereof and thereof thereof, will not (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation, Bylaws, partnership agreement or bylaws other governing instruments of the SellerParent, Holdco, Xxxxxxxx or Purchaser, (bii) require any Consent under or result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller Parent, Holdco, Xxxxxxxx or any Business Sub Purchaser is a party or by which the any of them or their properties or assets related to the Business may be bound or affected (the “Parent Contracts”) or (ciii) violate subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, contravene any orderLaw to which Parent, writHoldco, injunction, decree, statute, rule Xxxxxxxx or regulation applicable Purchaser or any of their respective assets or properties are subject (taking into account the actions of all such parties prior to the Sellerexecution of this Agreement), the Business Subs or the Acquired Assetsexcept, except in the case of clauses (bii) or and (ciii) above, for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) any deviations from the foregoing which would not reasonably be reasonably likely expected to have a Purchaser Material Adverse Effect or (ii) are excused by prevent or unenforceable as a result materially delay the consummation of the filing transactions contemplated by this Agreement or any of the Petitions or as a result other Transaction Documents. As of the entry date hereof, there is no judgment, decree or order against Parent, Xxxxxxxx, Holdco, Purchaser or any of their subsidiaries or, to the knowledge of Parent, Holdco, Xxxxxxxx and Purchaser, any of their directors or officers (in their capacities as such), that would enjoin or materially delay any of the Section 363/365 Order or, if applicable, transactions contemplated by this Agreement or the Confirmation Orderother Transaction Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Whitehall Jewellers Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions Except as set forth in Article VI shall have been satisfied or waivedSchedule 3.4 of the Seller Parties Disclosure Schedules and Schedule 3.4 attached to the Company Information Letter, at the Closing neither the execution, delivery, or performance Seller Parties’ execution and delivery of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and the transactions contemplated hereby other Transaction Documents and thereby, nor compliance by the performance of their obligations hereunder and thereunder will not (a) contravene or violate any Applicable Law to which any Seller with Party or any of the provisions hereof and thereof will (a) conflict with Acquired Companies or result in any breach of any provisions of the certificate of incorporation or bylaws of the SellerAcquired Subsidiaries is subject, (b) contravene or violate any Order of any Governmental Authority that is applicable to any of the Seller Parties, the Acquired Companies or the Acquired Subsidiaries, (c) contravene, violate or be ineffective under the charter or organizational documents of any Seller, any Acquired Company or any Acquired Subsidiary, (d) violate, be in conflict with, result in a violation, or the breach of, or constitute (require the consent of any other party to, any contract, lease, license, permit or other agreement or similar instrument to or by which any Seller Party, any Acquired Company or any Acquired Subsidiary is a party, or give any party with rights thereunder the right, with or without due notice the giving of notice, the passage of time or lapse both, to terminate, cancel or accelerate the rights or obligations of timeany Seller Party, any Acquired Company or any Acquired Subsidiary thereunder, or (e) a default except as set forth on Schedule 3.4 of the Seller Parties Disclosure Schedules and Schedule 3.4 attached to the Company Information Letter (the “Company Contract Consents”) violate, be in conflict with, result in the breach of, or require the consent of any other party to, any Material Contract or give rise any party with rights thereunder the right, with or without the giving of notice, the passage of time or both, to any right of terminationterminate, cancellation, vesting, payment, exercise, acceleration, suspension cancel or revocation) under any of accelerate the terms, conditions rights or provisions obligations of any contract, agreement or arrangement that is included as an Acquired Asset Company or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired AssetsSubsidiary thereunder, except in the case of clauses (a), (b), (d) and (e), where such violation, conflict or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) breach would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable materially interfere with the conduct of the business of the Acquired Companies and the Acquired Subsidiaries, taken as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Orderwhole.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Morgans Hotel Group Co.)
No Violations. Upon the entry The execution and delivery of the Section 363/365 Order and, if applicablethis Agreement, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance consummation of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and the transactions contemplated hereby and thereby, nor compliance by the Seller Company with any of the provisions hereof and thereof will not (ai) conflict with or result in any breach of any provisions provision of the certificate Articles and/or Certificate of incorporation Incorporation or bylaws Bylaws or other governing instruments of the SellerCompany or any of the Company Subsidiaries, (bii) require any Consent under or result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension cancellation or revocationacceleration or augment the performance required) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included Material Contract (as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan hereinafter defined) or other instrument or material obligation to which the Seller Company or any Business Sub Company Subsidiary is a party or by which the any of them or any of their properties or assets related to the Business may be bound bound, (iii) result in the creation or affected imposition of any lien or encumbrance of any kind upon any of the assets of the Company or any Company Subsidiary, or (civ) violate subject to obtaining the Consents from Governmental Authorities referred to in Section 3.5, above, contravene any orderapplicable provision of any constitution, writ, injunction, decreetreaty, statute, rule law, code, rule, regulation, ordinance, policy or regulation applicable order of any Governmental Authority or other matters having the force of law including, but not limited to, any orders, decisions, injunctions, judgments, awards and decrees of or agreements with any court or other Governmental Authority ("Law") currently in effect to which the Seller, the Business Subs Company or the Acquired Assetsany Company Subsidiary or its or any of their respective assets or properties are subject, except in the case of clauses (bii), (iii) and (iv) above, for any deviations from the foregoing which do not or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not reasonably be reasonably likely expected to have a Company Material Adverse Effect or Effect. The Agreement and Plan of Reorganization, dated as of August 7, 2000, by and between Ralcorp Holdings, Inc. (ii"Ralcorp") are excused by or unenforceable as and the Company and the agreements ancillary thereto to which the Company is a result party have been terminated and the Company shall have no further obligations thereunder (other than the obligation to pay a termination fee of $5 million to Ralcorp in connection with the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderCompany's entering into this Agreement).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Agribrands International Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedsatisfied, at the Closing neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and of the transactions contemplated hereby and or thereby, nor compliance by the Seller with any of the provisions hereof and or thereof will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the SellerSeller or the organizational documents of the Business Subs, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any one of the Business Sub Subs is a party or by which the Acquired Assets, the Interests or any of the Transferred Subs' properties or assets related to the Business may be bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs Subs, the Interests or the Acquired Assets, except in the case of clauses (b) or (c) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would could not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Order.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the Seller, nor the consummation by the Seller and of the transactions contemplated hereby and therebyhereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate Organizational Documents of incorporation or bylaws of the Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension suspension, or revocationr evocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the Seller or any Business Sub is a party or by which the Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to Seller or to Seller's properties or assets, (d) result in the creation or imposition of any Encumbrance on any asset of Seller, or (e) cause the suspension or revocation of any Permit, license, governmental authorization, consent, or approval necessary for Seller to conduct the Business Subs or the Acquired Assetsas currently conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would are excused by the Bankruptcy Court or the applicability of any provision of the Bankruptcy Code; (ii) are set forth on the Disclosure Schedule, Section 5.4 or (iii) will not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderEffect.
Appears in 1 contract
Samples: Asset Sale and Purchase Agreement (Farmland Industries Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 3.3 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI VII shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of this Agreement or by any of the Ancillary Agreements by the SellerSellers, nor the consummation by any of the Seller and Sellers of the transactions contemplated hereby and therebyhereby, nor compliance by any of the Seller Sellers with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate or articles of incorporation incorporation, as the case may be, or bylaws of any of the SellerSellers, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension suspension, or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the a Seller or any Business Sub is a party or by which the a Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to a Seller or a Seller's properties or assets, (d) result in the creation or imposition of any Encumbrance on any asset of a Seller, or (e) cause the Business Subs suspension or the Acquired Assetsrevocation of any permit, license, governmental authorization, consent, or approval necessary for any Seller to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Company Material Adverse Effect or Effect, (ii) are excused by or unenforceable as a result of the Sellers' filing of the Petitions or as a result Petitions, or, (iii) are set forth in Section 3.4 of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderCompany Disclosure Letter.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mid American Waste Systems Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, The execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery of this Agreement or the Ancillary Agreements by the Seller, nor CSI and the consummation by of the Seller and the transactions transaction contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (a) conflict with or result in will not violate any breach of any provisions provision of the certificate articles of incorporation or bylaws by-laws of the SellerCSI or its Subsidiaries, (b) will not violate or conflict with, or result in a violation, or breach of any provision of, or constitute a default (or an event which, with or without due notice or lapse of timetime or both, would constitute a default) a default (under, or give rise to result in the termination or cancellation of, or accelerate the performance required by, or result in the creation of any right lien, security interest, charge or encumbrance upon any of terminationthe material properties of CSI or its Subsidiaries under, cancellationor result in being declared void, vestingvoidable, paymentor without further binding effect, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, indenture, deed of trusttrust or any material license, security interestfranchise, indenturepermit, licenselease, contract, agreement, plan agreement or other instrument instrument, commitment or obligation to which the Seller CSI or any Business Sub of its Subsidiaries is a party party, or by which the CSI or any of its Subsidiaries or any of their properties or assets related to the Business may be is bound or affected affected, except for any of the foregoing matters which would not reasonably be expected to have, individually or in the aggregate, a CSI Material Adverse Effect; (c) will not violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to CSI or any of its Subsidiaries or any of their respective properties or assets (assuming completion of the SellerRegulatory Filings as defined in (d) below), except for violations which would not reasonably be expected to have, individually or in the aggregate, a CSI Material Adverse Effect, or (d) other than the filings provided for in Section 1, filings under the Securities Exchange Act of 1934 (the "Exchange Act"), the Business Subs Securities Act of 1933, as amended (the "Securities Act") or applicable state securities and "Blue Sky" laws or filings in connection with the Acquired Assetsmaintenance of qualification to do business in other jurisdictions (collectively, except the "Regulatory Filings"), will not require ay material consent, approval or authorization of, or declaration, filing or registration with, any domestic governmental or regulatory authority, the failure to obtain or make which would reasonably be expected to have, individually or in the case of clauses (b) or (c) for violationsaggregate, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a CSI Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderEffect.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedsatisfied, at the Closing neither the execution, delivery, delivery or performance performances of this Agreement or the Ancillary Agreements by the SellerPurchaser, nor the consummation by the Seller and Purchaser of the transactions contemplated hereby and therebyhereby, nor compliance by the Seller Purchaser with any of the provisions hereof and thereof hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or bylaws of the SellerPurchaser, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment, exercise, accelerationsuspension, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Seller or any Business Sub Purchaser is a party or by which the Purchaser or its properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs Purchaser or the Acquired AssetsPurchaser's properties or assets, (d) result in the creation or imposition of any encumbrance on any asset of any Purchaser, or (e) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the Purchaser to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Material Adverse Effect or (ii) are excused on the Purchaser's ability to complete the transactions contemplated by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Orderthis Agreement.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order andExcept as disclosed on Schedule 4(e) hereto, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or delivery and performance of this Agreement or the Ancillary Agreements by the SellerEFI does not, nor and the consummation by the Seller and of the transactions contemplated hereby and therebyby it will not, nor compliance by the Seller with any of the provisions hereof and thereof will constitute (ai) conflict with or result in any breach subject to receipt of any provisions of the certificate of incorporation required regulatory approvals, a breach or bylaws of the Seller, (b) result in a violation, or breach violation of, or constitute a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, to which EFI (or any of its properties) is subject, which breach, violation or default would have a Material Adverse Effect on it, or enable any person to enjoin the Merger, (ii) a breach or violation of, or a default under EFI's Articles of Incorporation, or bylaws, or (iii) a breach or violation of, or a default under (or an event which with or without due notice or lapse of time) time or both would constitute a default (under), or give rise to result in the termination of, accelerate the performance required by, or result in the creation of any right lien, pledge, security interest, charge or other encumbrance upon any of termination, cancellation, vesting, payment, exercise, acceleration, suspension the properties or revocation) assets of EFI under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgageindenture, deed of trust, capital lease, security interest, indenture, license, contract, agreement, plan loan agreement, or commitment for the borrowing of money, or the deferred purchase price of assets, or other agreement, instrument or obligation to which the Seller or any Business Sub EFI is a party party, or by to which the any of EXECUTION COPY EFI's properties or assets related to the Business may be bound bound, or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assetsaffected, except for any of the foregoing that, individually or in the case of clauses (b) or (c) for violationsaggregate, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to have a Material Adverse Effect on EFI or (iienable any person to enjoin the Merger; and, except as disclosed on Schedule 4(e) are excused by or unenforceable as a result hereto, the consummation of the filing transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of the Petitions any other party to any such agreement, indenture or as a result instrument, other than (x) all required approvals, consents and waivers of the entry of the Section 363/365 Order orgovernmental authorities, if applicable(y) any such approval, consent or waiver that already has been obtained, and (z) any other approvals, consents or waivers, the Confirmation Orderabsence of which, individually or in the aggregate, would not result in a Material Adverse Effect on EFI or enable any person to enjoin the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sterling Financial Corp /Pa/)
No Violations. Upon Except as disclosed in Schedule 3.1(e) to the entry ECU Disclosure Letter, none of the Section 363/365 Order andauthorization, if applicableexecution and delivery of this Agreement by ECU, the Confirmation Order, assuming that completion of the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance of transactions contemplated by this Agreement or the Ancillary Agreements by the SellerPlan of Arrangement, nor the consummation by the Seller and the transactions contemplated hereby and thereby, nor or compliance by the Seller ECU with any of the provisions hereof and or thereof will will: (a1) violate, conflict with with, or result in any breach of any provisions of the certificate of incorporation or bylaws of the Seller, (b) result in a violation, or breach of, or constitute (with or without due notice or the passage of time) in a violation or breach of any provision of, require, except for the Key Third Party Consents, any consent, approval or notice under, constitute a default (or an event which, with notice or lapse of timetime or both, would constitute a default) or result in a default (or give rise to any right of terminationtermination or acceleration under, cancellationor result in the creation of any Lien upon any of the properties or assets of ECU or any of its subsidiaries, vestingcause any indebtedness to come due before its stated maturity, paymentcause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on ECU or its subsidiaries, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of (A) any contractLaws applicable to ECU including, agreement without limitation, applicable Securities Laws and the rules and regulations of the TSX, (B) their respective articles, by-laws or arrangement that is included as an Acquired Asset other comparable organizational documents or resolutions, or (C) any material note, bond, mortgage, indenture, loan agreement, deed of trust, security interest, indentureLien, license, contractPermit, agreement, plan or other instrument ECU Contract; or obligation (2) subject to which obtaining the Seller Key Regulatory Approvals, (x) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to ECU, or any Business Sub is a party its subsidiaries or by which the any of their respective properties or assets related to the Business may be bound or affected assets; or (cy) violate cause the suspension or revocation of any orderPermit currently in effect in respect of ECU or any of its subsidiaries (except, writ, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except in the case of each of clauses (b1) or and (c2) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that creations of Liens which, or any consents (i) expressly excluding the Key Third- Party Consents and Key Regulatory Approvals), approvals or notices which if not given or received, would not not, individually or in the aggregate, reasonably be reasonably likely expected to have a any ECU Material Adverse Effect or (ii) are excused Effect). The authorization of this Agreement, the execution and delivery by or unenforceable as a result ECU of this Agreement, the performance by ECU of its obligations under this Agreement, and the consummation by ECU of the filing Arrangement, will not give rise to any rights of first refusal or trigger any change in control provisions or any restrictions or limitation under any note, bond, mortgage, indenture, loan agreement, deed of trust, Lien, license, Permit or other ECU Contract, or result in the Petitions imposition of any encumbrance, charge or as a result Lien upon any of ECU’s assets or the entry assets of the Section 363/365 Order or, if applicable, the Confirmation Orderany of its subsidiaries.
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order andExcept for filings, if applicable, the Confirmation Order, assuming that the consents, approvalspermits, authorizations, declarationsconsents and approvals as may be required under, and filings referred to in Section 3.4 have been made other applicable requirements of, the Securities Act, the Exchange Act, state securities or obtained blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and shall remain in full force recordation of the Merger Certificate as required by the TBCA, and effect and the conditions as set forth in Article VI shall have been satisfied on Schedule 2.6 of the ET Disclosure Schedule no filing with or waivednotice to, at and no remit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the Closing neither the execution, delivery, or performance execution and delivery by ET of this Agreement or the Ancillary Agreements consummation by ET of the Sellertransactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on ET. Except as set forth in Section 2.6 of the ET Disclosure Schedule, neither the execution, delivery and performance of this Agreement by ET nor the consummation by the Seller and ET of the transactions contemplated hereby and thereby, nor compliance by the Seller with any of the provisions hereof and thereof will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or bylaws Bylaws (or similar governing documents) of the SellerET, (bii) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellationamendment, vestingcancellation or acceleration or Lien) under, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trustindenture, security interest, indenturelease, license, contract, agreement, plan agreement or other instrument or obligation to which the Seller or any Business Sub ET is a party or by which the any of its properties or assets related to the Business may be bound or affected bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Seller, the Business Subs ET or the Acquired Assetsany of its properties or assets, except in the case of clauses (bii) or (ciii) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions breaches or revocations that (i) defaults which would not be reasonably likely to have a Material Adverse Effect or (ii) are excused by or unenforceable as a result of the filing of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicable, the Confirmation Orderon ET.
Appears in 1 contract
No Violations. Upon Except for the entry filing and recordation of a Certificate of Merger as required by the GCL and any and all filings required under applicable state or federal securities laws, in the private placement described herein or otherwise, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the Section 363/365 Order andtransactions contemplated by this Agreement, if applicableexcept for filings, the Confirmation Order, assuming that the consents, approvalspermits, authorizations, declarationsconsents or approvals, the failure to obtain which would not in the aggregate have a material adverse effect on the financial condition, results of operations or business of the Company taken as a whole or which would not prevent or delay in any material respect the consummation of the transactions contemplated hereby. Neither the execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery of this Agreement or the Ancillary Agreements by the Seller, Company nor the consummation by the Seller and Company of the transactions contemplated hereby and thereby, nor compliance by the Seller Company with any of the provisions hereof and thereof will (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the SellerCompany, (bii) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, lease, contract, agreement, plan agreement or other instrument or obligation to which the Seller or any Business Sub Company is a party or by which the it or its properties or assets related to the Business may be bound or affected or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the SellerCompany, the Business Subs or the Acquired Assetsany of its properties or assets, except in the case of clauses (bii) or (ciii) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions breaches or revocations that (i) defaults which would not be reasonably likely to in the aggregate have a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries taken as a whole prior to the Merger or of the Purchaser or Tirex after the Merger and which would not prevent or delay in any material respect the consummation of the transactions contemplated hereby (each of such effects being referred to as a "Material Adverse Effect Effect," provided that, for 157 the purposes of Article III hereof, the term "Material Adverse Effect" shall be deemed to refer to the occurrence of any such event with respect to the financial condition, results of operations or (ii) are excused by or unenforceable as a result business of the filing Purchaser, and further provided that, for the purposes of the Petitions or as a result of the entry of the Section 363/365 Order or, if applicableArticle IV hereof, the Confirmation Orderterm "Material Adverse Effect" shall be deemed to refer to the occurrence of any such event with respect to the financial condition, results of operations or business of Tirex).
Appears in 1 contract
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither Neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements by the SellerSellers, nor the consummation by the Seller and Sellers of the transactions contemplated hereby and therebyhereby, nor compliance by the Seller Sellers with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provisions of the certificate Organizational Documents of incorporation or bylaws of the Seller, Sellers; (b) result in a violation, or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension suspension, or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan plan, or other instrument or obligation to which the Seller or any Business Sub is Sellers are a party or by which the Sellers' properties or assets related to the Business may be bound or affected or affected; (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to Sellers or to Sellers' properties or assets; (d) result in the Sellercreation or imposition of any Encumbrance on the Transferred Assets other than Permitted Encumbrances; or (e) cause the suspension or revocation of any Permit or Environmental Permit (pursuant to the terms of such Permit) necessary for Sellers or, after the Closing, Buyers, to conduct the Business Subs or the Acquired Assetsas currently conducted, except in the case of clauses (b) or ), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, vestings, payments, exercises, accelerations, creations, impositions, suspensions suspensions, or revocations that (i) would not be reasonably likely to have a Material Adverse Effect or (iix) are excused by or unenforceable as a result the enforcement of remedies relating thereto are stayed by the Bankruptcy Court or the applicability of any provision of the filing of Bankruptcy Code, (y) would not have a Material Adverse Effect, or (z) are set forth on the Petitions or as a result of the entry of the Disclosure Schedule, Section 363/365 Order or, if applicable, the Confirmation Order5.4.
Appears in 1 contract
Samples: Assumption Agreement (Mississippi Chemical Corp /MS/)
No Violations. Upon the entry Except as otherwise described in Section 3.6 of the Section 363/365 Order and, if applicablePortables Disclosure Letter, the Confirmation Order, assuming that the consents, approvals, authorizations, declarations, execution and filings referred to in Section 3.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waived, at the Closing neither the execution, delivery, or performance delivery by Portables of this Agreement or the Ancillary Agreements by the Seller, nor and each other ancillary agreement related hereto and the consummation by the Seller and Portables of the transactions contemplated hereby and thereby, nor thereby and compliance by the Seller Portables with any of the provisions hereof and or thereof will not (ai) conflict with or result in violate any breach of any provisions provision of the certificate of incorporation or bylaws of the SellerPortables Organization Documents, (bii) require any Consent under or result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vestingamendment or acceleration) under, paymentany Portables Material Contract (as defined in Section 3.14(a) below), exercise, acceleration, suspension (iii) result (immediately or revocationwith the passage of time or otherwise) under in the creation or imposition of any Encumbrance (except for Permitted Encumbrances) upon any of the termsproperties, conditions rights or provisions assets of any contract, agreement or arrangement that is included as an Acquired Asset Portables or any material noteof the Portables Subsidiaries or (iv) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.5 hereof, bondand the waiting periods referred to therein have expired, mortgageand any condition precedent to such consent, deed of trustapproval, security interestauthorization or waiver has been satisfied, indentureconflict with, license, contract, agreement, plan contravene or other instrument or obligation violate in any respect any Law to which the Seller Portables or any Business Sub of the Portables Subsidiaries or any of their assets or properties is a party or by which the properties or assets related to the Business may be bound or affected or (c) violate any ordersubject, writexcept, injunction, decree, statute, rule or regulation applicable to the Seller, the Business Subs or the Acquired Assets, except in the case of clauses (bii), (iii) or and (civ) above, for violationsany deviations from the foregoing that would not reasonably be expected to result in a Portables Material Adverse Effect. The execution and delivery by CNCG of this Agreement, breachesthe consummation by CNCG of the transactions contemplated hereby, defaultsand compliance by CNCG with any of the provisions hereof, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that will not (i) would not be reasonably likely to have a Material Adverse Effect conflict with or violate any provision of CNCG's organizational documents, (ii) are excused by require any Consent under or unenforceable as result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, amendment or acceleration) under any CNCG agreement, (iii) result (immediately or with the passage of time or otherwise) in the filing creation or imposition of any Encumbrance (other than any restriction under the Petitions Securities Act, or as a result of any state "blue sky" securities laws) on the entry of the Section 363/365 Order orCNCG Interests, if applicableor (iv) conflict with, the Confirmation Ordercontravene or violate in any respect any law applicable to CNCG.
Appears in 1 contract
Samples: Securities Purchase Agreement (Zoom Technologies Inc)
No Violations. Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, assuming Assuming that the consents, approvals, authorizations, declarations, declarations and filings referred to in Section 3.4 3.3 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VI shall have been satisfied or waivedeffect, at the Closing neither the execution, delivery, delivery or performance of this Agreement or by any of the Ancillary Agreements by the SellerSellers, nor the consummation by any of the Seller and Sellers of the transactions contemplated hereby and therebyhereby, nor compliance by any of the Seller Sellers with any of the provisions hereof and thereof hereof, will (a) conflict with or result in any breach of any provisions of the certificate or articles of incorporation incorporation, as the case may be, or bylaws of any of the SellerSellers, (b) result in a violation, violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the terms, conditions conditions, or provisions of any contract, agreement or arrangement that is included as an Acquired Asset or any material note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan Contract (including any of the Assumed Contracts) or other instrument or obligation to which the a Seller or any Business Sub is a party or by which the a Seller's properties or assets related to the Business may be bound or affected or affected, (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to a Seller or a Seller's properties or assets, (d) result in the creation or imposition of any Encumbrance on any property or asset of a Seller, or (e) cause the Business Subs suspension or the Acquired Assetsrevocation of any Company Permit necessary for any Seller to conduct its business as currently conducted, except in the case of clauses (b) or ), (c), (d) and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that (i) would not be reasonably likely to individually or in the aggregate have a Company Material Adverse Effect or Effect, (ii) are excused by or unenforceable as a result of the Sellers' filing of the Petitions and obtaining the Sale Order, or as a result (iii) are set forth in Section 3.4 of the entry of the Section 363/365 Order or, if applicable, the Confirmation OrderCompany Disclosure Letter.
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Telecommunication Solutions Inc)
