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 5.4, neither the execution and delivery of any Transaction Document by any Seller 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, any Seller 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 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 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 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. 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 Principal Stockholder nor the consummation of the Transactions (i) will contravene or violate any Law or Court Order which is applicable to the Company, the Subsidiary or any Principal Stockholder, (ii) will result in a Default under, or require the consent or approval of, or give rise to any right of termination to, any party to any material Contract (including any material Customer Contract) relating to the Business or the Assets or to or by which the Company, the Subsidiary or any Principal Stockholder is a party or otherwise bound or affected, or (iii) require the Company, the Subsidiary or any Principal Stockholder to notify or obtain any License from any foreign, federal, state, local or other court or governmental agency or body or from any other regulatory authority.
Validity of the Transactions. Except for any consents specified in SCHEDULE 4.5 (the "Required Consents"), neither the execution and delivery of this Agreement by ABT, the Principal Securityholder and the Securityholders nor the consummation of the Transactions or the Second Stage Merger (i) will contravene or violate any Law or Court Order which is applicable to ABT, the Principal Securityholder or one or more of the Securityholders, (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 to or by which ABT, the Principal Securityholder or one or more of the Securityholders is a party or otherwise bound or affected, or (iii) require ABT, the Principal Securityholder or one or more of the Securityholders 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.
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 or the Company, nor the consummation of any of the Transactions will, directly or indirectly, (a) result in a Default under any Law or Order which is applicable to the Company, any of its Subsidiaries, any Seller or any of the Assets, except where such Default would not materially impede the conduct of the Business, (b) result in a Default of any of the material terms under, or require the consent or approval of any party to, any Company Contract (including any Customer Contract), (c) result in the creation of any Liens (other than Permitted Liens) upon any of the Assets, (d) result or require consent or approval under any Governmental Permit, except where the failure to obtain such consent or approval would not materially impede the conduct of the Business, 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, except where the failure to make such filing or notification or to obtain such Governmental Permit would not materially impede the conduct of the Business. None of the Transactions will give rise to any right of co-sale.
Validity of the Transactions. Except for any notices, filings, approvals or consents specified in Section 4.5 of the Seller Disclosure Letter (the “Required Consents”), neither the execution and delivery of any Transaction Document by any Seller Party, nor the consummation or performance of any of the Transactions by any Seller Party, will or could reasonably be expected to (a) result in a Default, or require consent, notification or approval of any party, under (i) any Law or Court Order which is applicable to any Seller Party, (ii) any Contract (including any Customer Contract) relating to the Business or the Assets or to or by which any Seller Party is a party or otherwise bound or affected or (iii) any Governmental Permit, or (b) require any Seller Party to notify or obtain the consent of any Governmental Body or obtain any Governmental Permits.
Validity of the Transactions. Neither the execution and delivery of any Transaction Document by the Purchaser, nor the consummation or performance of any of the Transactions by the Purchaser, will or could reasonably be expected to (a) result in a Default, or require consent, notification or approval of any party, under (i) any Law or Court Order which is applicable to the Purchaser, (ii) any Contract to or by which the Purchaser is a party or otherwise bound or affected, or (iii) any Governmental Permit, or (b) require the Purchaser to notify or obtain the consent of any Governmental Body or obtain any Governmental Permits.
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 as specified on Schedule 4.5 (the “Consents”) neither the execution and delivery of this Agreement by the Company, the performance by the Company or any of its Subsidiaries of its obligations hereunder, nor the consummation of the Transactions will (i) conflict with any provision of the Charter Documents of the Company or any of its Subsidiaries, (ii) result in any violation or breach of or default under (with or without notice or lapse of time, or both) any Contract to which the Company or any of its Subsidiaries or any of their Assets is subject, (iii) give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under any Contract of the Company or any of its Subsidiaries, or (iv) result in any violation of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their Assets (any such event described in (i), (ii), (iii), or (iv), a “Conflict”). Consents set forth on Schedule 4.5 that are marked as “Required” are required to be delivered at the Closing and are referred to herein as the “Required Consents.”
