Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, or (ii) subject to receipt of the Requisite Shareholder Approval and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to the foregoing clauses (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiaries.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement by the Company IPC do not, and the performance by the Company IPC of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien lien, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of the Company or any of its Subsidiaries under, IPC under any of the terms, conditions or provisions of (ix) the articles certificate of incorporation or bylaws By-laws of the Company or any of its Subsidiaries, IPC or (iiy) subject to receipt of the Requisite Shareholder Approval and the taking of the actions described in paragraph (bii) of this SectionSection 4.01(d), (xA) any statute, law, rule, regulation or ordinance (togethercollectively, "Laws"), or any judgment, decree, order, writ, permit or license (togethercollectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States States, any foreign country, or any domestic or foreign state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company IPC or any of its Subsidiaries or any of their respective assets or properties, or (yB) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, "Contracts") to which the Company or any of its Subsidiaries IPC is a party or by which the Company IPC or any of its Subsidiaries or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (ii) (x), (yA) and (zB) those conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect on IPC or adversely affect the on its ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to receipt the obtaining of the Requisite Shareholder Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this SectionSection , (x) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (iix) (x), and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and (z) those creations and impositions of Liens which, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.4 of the DISCLOSURE SCHEDULE, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination of, of or the acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the articles certificate of incorporation or bylaws by-laws of the Company or any of its SubsidiariesCompany, or (ii) subject to receipt of the Requisite Shareholder Stockholder Approval with respect to the Merger and the taking of the actions described in paragraph (b) of this SectionSection 3.4, (xA) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (yB) any note, bond, mortgage, security agreement, indenture, license, franchise, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, or (zC) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to the foregoing clauses clause (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their SubsidiariesEffect.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Exhibit 3.5 of the Disclosure Schedule, the ----------- execution and delivery of this Agreement by the Company do Target does not, and the performance by the Company Target of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination of, of or the acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien upon any of the assets or properties of the Company Target or any of its Subsidiaries subsidiary under, any of the terms, conditions or provisions of (i) the articles certificate of incorporation or bylaws of the Company Target or any of its Subsidiariessubsidiary, or (ii) subject to receipt of the Requisite Shareholder Approval and requisite stockholder approval with respect to the taking of the actions described in paragraph (b) of this SectionMerger, (xA) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, injunction, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") applicable to the Company Target or any of its Subsidiaries subsidiary or any of their respective assets or properties, or (yB) any note, bond, mortgage, security agreement, indenture, license, franchise, contract, lease contract or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company Target or any of its Subsidiaries subsidiary is a party or by which the Company Target or any of its Subsidiaries subsidiary or any of their respective assets or properties is bound, or (zC) any Employee Plan employee benefit plan or Benefit Arrangement (defined in Section 3.11)arrangement; except, with respect to the foregoing clauses clause (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiarieson Target.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien Lien upon any of the assets or properties of the Company or any of its Subsidiaries or any of the Company Joint Ventures under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to receipt the obtaining of the Requisite Shareholder Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this SectionSECTION 3.04(b), (x) any statute, law, rule, regulation or ordinance (together, "LawsLAWS"), or any judgment, decree, order, writ, permit or license (together, "OrdersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States States, any foreign country or any domestic or foreign state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") applicable to the Company or any of its Subsidiaries or any of the Company Joint Ventures or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "ContractsCONTRACTS") to which the Company or any of its Subsidiaries or any of the Company Joint Ventures is a party or by which the Company or any of its Subsidiaries or any of the Company Joint Ventures or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (iix) (x), and (y) conflicts, violations, breaches, defaults, rights of payment and (z) those reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, (I) could would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do Sellers does not, and the performance by the Company each of them of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination result in or give to any person any right of any provision payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the termination of, the acceleration trigger any rights of the maturity of, or the acceleration of the performance offirst refusal, or result in the creation or imposition of any lien Encumbrances upon any of the assets or properties of Sellers, the Company or any of Company, its Subsidiaries or, to the knowledge of Sellers, the Ilijan Entities under, any of the terms, conditions or provisions of (i) the articles Organizational Documents of incorporation or bylaws of Sellers, the Company or any of Company, its Subsidiaries, or the Ilijan Entities, or (ii) subject to receipt of the Requisite Shareholder Approval and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "Laws"“laws”), or any judgment, decree, order, writ, permit or license (together, "Orders"“orders”), of any court, tribunal, tribunal arbitrator, authority, agency, commission, official or other instrumentality of the Philippines, the United States States, or any other country, state, countyprovince, city or other political subdivision in the United States, or of any foreign country (a "“Governmental or Regulatory Authority"”) applicable to Sellers, the Company or any of Company, its Subsidiaries Subsidiaries, the Ilijan Entities or any of their respective assets or properties, or (y) except as provided under Section 2.6 of the Senior Secured Credit Facility, any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which the Company or any of its Subsidiaries them is a party or by which the Company or any of its Subsidiaries them or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (iix) (x), and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and (z) those whichcreations and impositions of Encumbrances that, individually or in the aggregate, (I) could would not reasonably be expected to have a Company Material Adverse Effect or adversely affect Effect; provided, however, that no representation and warranty is made in this Section 2.4(a) with respect to the ability Energy Conversion Agreements and the matters addressed therein and in Section 5.8 of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariesthis Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a material violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien lien, claim, mortgage, charge, encumbrance, security interest, pledge or equity of any kind ("LIEN") upon any of the assets or properties of the Company or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of (i) the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Company or any of its Subsidiaries, or (ii) subject to receipt of the Requisite Shareholder Approval and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "LawsLAWS"), or any judgment, decree, order, writ, permit or license (together, "OrdersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States States, any foreign country or any domestic or foreign state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") applicable to the Company or any of its Subsidiaries subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "ContractsCONTRACTS") to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to the foregoing clauses (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiaries.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws code of regulations (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to receipt the obtaining of the Requisite Shareholder Company Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to the foregoing clauses (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiaries.