Validity of the Transactions. Neither the execution and delivery of any Transaction Document by any Seller, nor the consummation of any of the Transactions (a) will result in a Default under any Law or Order which is applicable to such Seller, (b) will result, or could reasonably be expected to result, in a Default under, or require the consent or approval of any party to, any Contract to which such Seller is a party or otherwise bound or affected or (c) require such Seller to notify a Governmental Body or obtain any Governmental Permits.
Validity of the Transactions. Except for any consents, approvals, filings, submissions, waivers and notices specified on Schedule 5.5 , neither the execution and delivery of any Transaction Document by any Seller Party or the Company, nor the consummation of any of the Transactions will, directly or indirectly, (a) result, or could reasonably be expected to result, in a Default under any Law or Order which is applicable to the Company or any of its Subsidiaries, any Seller Party or any of the Assets, (b) result, or could reasonably be expected to result, in a Default under, or require the consent or approval of any party to, any Contract (including any Customer Contract) relating to the Business or the Assets or to or by which the Company or any Seller Party is a party or otherwise bound or affected, (c) result, or could reasonably be expected to result, in the creation of any Liens upon any of the Assets, (d) result, or could reasonably be expected to result, in a Default under, or require consent or approval under any Governmental Permit or (e) require the Company or any of its Subsidiaries to notify or make a filing or submission to a Governmental Body or obtain any Governmental Permit. None of the Transactions will give rise to any right of co-sale.
Validity of the Transactions. Neither the execution and delivery of this Agreement by such Member nor the consummation of the Transactions will (a) contravene or violate any Law or Order which is applicable to such Member, (b) result in a default under, or require the consent or approval of any party to, any Contract to or by which such Member is a party or is bound or affected, or (c) require such Member to notify or obtain any Authorization from any Governmental Entity.
Validity of the Transactions. Neither the execution and delivery of this Agreement by Xxxxxxx or HPF nor the performance of the Transactions by them (i) will cause a Default under any Law or court order which is applicable to, Xxxxxxx or HPF, (ii) require the consent or approval of, or notice to, any party to any material Contract to which either Xxxxxxx or HPF is a party or is otherwise bound or affected, including the Charter Documents of HPF or (iii) require Xxxxxxx or HPF to notify, or obtain any Governmental Authorization from, any governmental or regulatory body or authority.
Validity of the Transactions. Neither the execution and delivery of this Agreement by the Company nor the consummation of the Transactions will (a) contravene the Charter Documents of any Target Company, (b) result in the imposition of any Liens on the Assets of any Target Company, (c) contravene or violate any Law or Court Order that is applicable to any Target Company, (d) result in a Default under, or require the consent or approval of any party to, any Contract relating to the Business or the Assets or to or by which any Target Company is a party or is otherwise bound or affected, or (e) require any Target Company to notify or obtain any Permit from any Governmental Authority, except for: (i) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and the expiration or termination of the applicable waiting period thereunder; (ii) the filing of the Certificate of Merger with the Delaware Secretary of State; or (iii) those consents as specified on Schedule 4.4 of the Disclosure Schedules (the “Consents”), with such exceptions, in the case of each of clauses (b), (c), (d) and (e), as would not reasonably be expected, individually or in the aggregate, to be material to the Company (together with its Subsidiaries), taken as a whole.
Validity of the Transactions. Neither the execution and delivery of this Agreement by the Buyer Parties nor the consummation of the Transactions by the Buyer Parties will contravene or violate any Law or Court Order that is applicable to any Buyer Party, or the Charter Documents of either Buyer Party, or will result in a Default under any Contract to which any Buyer Party is a party or by which it is otherwise bound, or will require any Target Company to notify or obtain any Permit from any Governmental Authority except for (a) the filing of a Pre-Merger Notification and Report Form by Acquiror under the HSR Act, and the expiration or termination of applicable waiting periods thereunder and (b) the filing of the Certificate of Merger with the Delaware Secretary of State.
Validity of the Transactions. Except for any consents specified in SCHEDULE 4.4 (the "Required Consents"), neither the execution and delivery of the Agreement by any Seller, nor the consummation of any of the Transactions (a) requires the consent or approval of any Person pursuant to any Contract or Law, (b) will result in a Default under any Law or Court Order which is applicable to such Seller, (c) will result or could reasonably be expected to result, in a Default by the Company under, or require the consent or approval of any party to, any Contract (including any Customer Contract) to which the Company is a party or otherwise bound or affected or (d) require either of the Sellers or the Company to notify a Governmental Body or obtain any Governmental Permits.
Validity of the Transactions. Except for any consents specified in Schedule 4.4 (the "Required Consents"), neither the execution and delivery of this Agreement by the Company or any Shareholder nor the consummation of the Transactions (i) will contravene or violate any Law or Court Order which is applicable to the Company or any Shareholder, (ii) will result in a Default under, or require the consent or approval of any party to, any Contract (including any Customer Contract) relating to the Business or the Assets or to or by which the Company or any Shareholder is a party or otherwise bound or affected, or (iii) require the Company or any Shareholder to notify or obtain any License from any federal, state, local or other court or governmental agency or body or from any other regulatory authority, except in the case of any of the foregoing clauses (i)-(iii) for any contravention, violation, failure to give notice or obtain, or Default which, in the aggregate, has not had and cannot reasonably be expected to have, a Material Adverse Effect.
Validity of the Transactions. Neither the execution and delivery of this Agreement by Company nor the consummation of the Transactions (i) will contravene or violate any Law or Court Order which is applicable to Company, (ii) will result in a Default under, or require the consent or approval of any party to, any Contract (including any Customer Contract) to or by which Company is a party or otherwise bound, or (iii) require Company to obtain any License from any federal, state, local or other court or governmental agency or body or from any other regulatory authority, except (A) for any consents specified in Schedule 4.5, and (B) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
Validity of the Transactions. Except for any consents specified in Schedule 4.4 (the “Required Consents”), neither the execution and delivery of this Agreement by Seller nor the performance of the Transactions (i) will cause a Default under any Law or Court Order which is applicable to the Company or Seller, (ii) require the consent or approval of, or notice to, any party to, any Contract relating to the Business or the Assets or by which the Company or Seller is a party or otherwise bound or affected, or (iii) require the Company or Seller to notify, or obtain any Governmental Authorization from, any governmental or regulatory body or authority.
