Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, the execution and delivery of this Agreement do not and will not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws. (b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Sources: Merger Agreement (Bell Sports Corp)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, Neither the execution and delivery of this Agreement do not by the Company, or the other Transaction Documents or other agreements and will notdocuments contemplated hereby to be executed and delivered by the Company in connection with this Agreement, and nor the consummation by the Company of the transactions contemplated hereby and or thereby, nor compliance by the Company with any of the provisions hereof will notor thereof, shall: (i) conflict with, with or result in a breach of any violation provisions of the certificate of incorporation or bylaws (or equivalent Table of Contents organizational documents) of the Company or any of its Subsidiaries (collectively, the “Company Organizational Documents”); (ii) constitute or result in the breach of any term, condition or provision of, require any consent, approval or authorization under or constitute a default under (or an event which with or without notice or lapse of time, time or both) underboth would become a default), or give rise to others a any right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, with respect to or result in the creation loss of any benefit expressly provided for under (and pursuant to the express terms of) any Company Contract; (iii) result in the creation or imposition of a Lien upon any of the properties property or assets of the Company or any of its Subsidiaries under pursuant to any Company Contract; or (any iv) subject to receipt by the Seller of the foregoing being a "VIOLATION"), (irequisite approvals referenced in Section 4.3(b) any provision of the Company Charter or the Company Bylaws, (ii) any provision Seller Disclosure Letter and by Purchaser of the comparable charter or organization documents of any requisite approvals referred to in Section 5.3(b) of the Company's SubsidiariesPurchaser Disclosure Letter, (iii) violate any Contract Law or Order applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or except with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, clauses (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business), (iii) such filings and (iv) as may would not individually or in the aggregate, (A) result in a liability that is material to the Company and its Subsidiaries, taken as a whole, (B) be required in connection with material to the taxes described in SECTION 5.8business or results of operations of the Company and its Subsidiaries, taken as a whole, or (ivC) applicable requirementsresult in a material adverse effect on the ability of the Company to perform its obligations under this Agreement, if anyor that would prevent or materially impede, interfere with, hinder or delay the consummation by the Company of Blue Sky Lawsthe transactions contemplated hereby.
(b) For purposes No consent, approval or authorization from or permit of, or filing with or notification to any Governmental Authority, other than the Security Approval and the Antitrust Clearance, is required to be obtained by the Company or the Seller for the consummation by the Company of the transactions contemplated by this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money that if not obtained would, individually or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business aggregate, result in a liability that are not overdue by more than six (6) months unless being contested in good faith and only is material to the extent reserved for Company and its Subsidiaries, taken as a whole, or a material adverse effect on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies ability of the seller Company to perform its obligations under this Agreement, or lender under such agreement in that would prevent or materially impede, interfere with, hinder or delay the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter consummation by the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all Company of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesstransactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except for applicable requirements of the HSR Act, there is no requirement applicable to Purchaser to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Purchaser of the transactions contemplated herein. Except as set forth in SECTION 3.5 Section 4.3 of Purchaser's disclosure schedule delivered concurrently herewith (the "Purchaser Disclosure Schedule") and except for applicable requirements of the Company LetterHSR Act, neither the execution and delivery of this Agreement do by Purchaser, nor the consummation by Purchaser of the transactions contemplated herein, nor compliance by Purchaser with any of the provisions hereof will (i) conflict with or result in a breach of any provision of its certificate of incorporation or bylaws, (ii) provided that an amendment to the Purchaser Credit Agreement has been made prior to Closing, result in a breach of, or default under (or give rise to any right of termination, cancellation or acceleration under), any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, Contract, lease or other instrument or obligation to which it is a party or by which any of its properties or assets may be bound, except for such breaches or defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Closing Date, or (iii) violate any Order or Laws applicable to it or its properties or assets except for such violations which would not and will nothave a material adverse effect on (x) the business, and properties, results of operations or financial or other conditions of Purchaser, taken as a whole, or (y) on the ability of Purchaser to consummate the transactions contemplated herein. There is no Proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser that seeks to prevent the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Lawsherein.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Consents and Approvals; No Violation. Except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) filings with various state blue sky authorities and (c) filing and recordation of appropriate merger documents as required by the DGCL and the corporate law of the other states in which the Company and ISPH are qualified to do business, no filing with or notice to, and no permit, authorization, consent or approval of, any public body or Governmental Entity or any other person, the absence of which would reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on the Company, is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement. Except as set forth in SECTION 3.5 Schedule 3.05, none of the execution, delivery and performance by the Company Letter, the execution and delivery of this Agreement do not and will not, and nor the consummation by the Company of the transactions contemplated hereby and nor compliance by the Company with any of the provisions hereof will not, (i) conflict with, with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any provision of the properties Certificate of Incorporation or assets Bylaws of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter similar governance or the Company Bylaws, (ii) any provision of the comparable charter or organization organizational documents of any of the Company's Subsidiaries, (iiiii) 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 Contract applicable right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease agreement or other instrument or obligation 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 properties or assets may be bound or (iviii) violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or except with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, clauses (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) ), such filings as may violations, breaches or defaults which would not reasonably be required in connection with the taxes described in SECTION 5.8expected to, either individually or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheetaggregate, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesshave a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (International Specialty Products Inc /New/)
Consents and Approvals; No Violation. (a) Except with respect to the Retained Accounts serviced by the WM Business, the DOJ Consent or as set forth in SECTION 3.5 on Schedule 2.6(a), no filing, declaration or registration with, and no permit, authorization, consent, waiver, license or approval of, any Person, including any Governmental Authority, is necessary for the consummation by the ▇▇ ▇▇▇▇▇▇▇ of the Company Lettertransactions contemplated by this Agreement except as is not and would not reasonably be expected to be material to the WM Business, the WM Assets and the WM Companies, taken as a whole.
(b) Except with respect to the Retained Accounts serviced by the WM Business or as set forth on Schedule 2.6(b), neither the execution and delivery of this Agreement do not and will notor the Other Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, nor the compliance by the ▇▇ ▇▇▇▇▇▇▇ with any of the provisions hereof or thereof does or will not, (i) conflict with, with or result in any breach of any provision of the Organizational Documents of the ▇▇ ▇▇▇▇▇▇▇ or the WM Companies, (ii) result in a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to others a any right of payment or of termination, amendment, cancellation or acceleration acceleration) under, any of the terms, conditions or provisions of any Indebtedness Contract or other instrument or obligation to which any of the ▇▇ ▇▇▇▇▇▇▇ is party or is otherwise bound by and which is applicable to the WM Assets, the WM Assumed Liabilities or the loss WM Business or to which the WM Companies is party, is otherwise bound by or is applicable to the properties or assets of a benefit underthe WM Companies, or result in the creation of (iii) give rise to any Lien upon Encumbrance on any of the properties or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter WM Companies or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of on any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8WM Assets, or (iv) violate any Law, regulation or Order applicable requirementsto the WM Companies or any of the WM Companies’ properties or assets, if anythe WM Business or the WM Assets, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred except in the ordinary course case of business that are not overdue by more than six clauses (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such propertyii), (Eiii) all capital lease obligationsand (iv), for conflicts, breaches, violations, defaults or Encumbrances as is not and would not reasonably be expected to be material to the WM Business (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to aboveWM Assets and the WM Companies), the WM Assets and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing rightWM Companies, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesstaken as a whole.
Appears in 1 contract
Sources: Securities and Asset Purchase Agreement (Advanced Disposal Services, Inc.)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, Neither the execution and delivery of this Agreement do not and will not, and by Buyer nor the consummation by Buyer of the transactions contemplated hereby and hereby, nor compliance by Buyer with any of the provisions hereof, will (i) require Buyer to file or register with, notify, or obtain any permit, authorization, consent, or approval of, any governmental or regulatory authority except (A) for filings with the provisions hereof will not, Federal Trade Commission ("FTC") and with the Antitrust Division of the United States Department of Justice (the "Antitrust Division") pursuant to the Hart-Scott-Rodino Antitrust ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of 1976 as amended (the "HSR Act") and the rules and regulations thereunder or (B) for those requirements which become applicable to Buyer as a result of the specific regulatory status of the Company or as a 3 - 102 - result of any other facts that specifically relate to the business activities in which the Company is or proposes to be engaged; (ii) conflict with, result in any violation with or breach any provision of the Certificate of Incorporation or by-laws of Buyer; (iii) violate or breach any provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties terms, covenants conditions or assets provisions of the Company any note, bond mortgage, indenture deed of trust, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Buyer is a party, or by which Buyer or any of its Subsidiaries under properties or assets may be bound, except for such breach or default which would not have a material adverse effect on the transactions contemplated by this Agreement taken as a whole; or (iv) assuming compliance with all antitrust laws (including the HSR Act) violate any of the foregoing being a "VIOLATION")order, (i) any provision of the Company Charter writ, injunction, decree, judgment, statute, law or the Company Bylaws, (ii) any provision of the comparable charter or organization documents ruling of any of the Company's Subsidiaries, (iii) any Contract court or governmental authority applicable to the Company Buyer or any of its Subsidiaries or (iv) any Order or Law applicable to material assets, which violation would have a material adverse effect on the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings Agreement taken as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Lawsa whole.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Sources: Stock Purchase Agreement (Data Transmission Network Corp)
Consents and Approvals; No Violation. (a) Except as provided in the Final Judgment, no filing or registration with, and no permit, authorization, consent or approval of, any party, including any Governmental Authority, is necessary for the consummation of the transactions contemplated by this Agreement. The Purchaser is advised, however, that the Permits are required to operate certain of the Assets, and the Permits currently held by the Company may not be assignable to the Purchaser and any Permits obtained by the Purchaser to operate and own the Assets may be on terms different or even less favorable than those held by the Company. Except as set forth in SECTION 3.5 of the Company Letter, Final Judgment neither the execution and delivery of this Agreement do not and will notAgreement, and the consummation of the transactions contemplated hereby and compliance hereby, nor the complian6e by the Company with any of the provisions hereof will notwill, as of the Time of Closing, (i) conflict with, with or result in any breach of any provision of the Organizational Documents of the Company, (ii) result in a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to others a any right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit acceleration) under, or result in the creation of any Lien upon any of the properties terms, conditions or assets provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which the Company is a party or by which the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter properties or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiariesassets may be bound, (iii) give rise to any Contract lien, charge or other encumbrance on any of the Assets, or (iv) violate any law, regulation, judgment, order, writ, injunction or decree applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, Assets; except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent for breaches, violations, defaults, liens, charges or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations encumbrances as do not and would not result in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednessa Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in SECTION 3.5 Section 3.4 of the Company Letter, the execution and delivery of this Agreement do not and will does not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions hereof will not, conflict with, (a) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under any provision of, or the acceleration of any obligation under, or give to others a right the termination or material alteration of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's ’s Subsidiaries, (iii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease, license, instrument, permit, concession, franchise or other agreement applicable to the Company or any of its Subsidiaries or Subsidiaries, (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth , or (b) result in SECTION 3.5 of the Company Letter, no Consent creation or imposition of any Governmental Entity or filing with Lien on any Governmental Entity is required by or with respect to asset of the Company or any of its Subsidiaries Subsidiaries, other than, in connection with the execution case of clauses (a)(ii), (iii) or (iv) or (b), any such violations, defaults, rights, liens, security interests, charges or encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the Transactions. The execution, delivery and performance by the Company of this Agreement or is necessary for and the consummation by the Company of the Merger and the other transactions contemplated Transactions require no action by this Agreementor in respect of, or filing with, any Governmental Entity except for (iA) in connection, or in compliance, compliance with the provisions of the HSR Act and the Exchange Act, (iiB) applicable requirements, if any, of the German Federal Cartel Office, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in appropriate documents with the relevant authorities of other states where in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (ivD) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or moreNasdaq, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligationssuch other consents, (F) all obligations orders, authorizations, registrations, declarations and filings the failure of such Person under commodity purchase which to be obtained or option agreements made would not reasonably be likely to have, individually or other commodity price hedging arrangementsin the aggregate, in each case whether contingent or matureda Material Adverse Effect on the Company, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter materially impair the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all ability of the Indebtedness referred Company to above, and (I) all Indebtedness referred to above secured by (perform its obligations hereunder or for which prevent the holder consummation of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for of the payment of such IndebtednessTransactions.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, Neither the execution and delivery of this Agreement do not and will not, and nor the consummation of the transactions contemplated hereby and compliance will (i) require Seller to file or register with, notify, or obtain any permit, authorization, consent, or approval of or from, any Governmental Entity (as defined below), with the provisions hereof will notexception of filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (together, the "HSR Act") and filings with the Mexican Comision Federal de Competencia (if any), (ii) conflict with, result in any violation with or breach any provision of the certificate of incorporation or by-laws (or other similar charter documents) of Seller or any of its subsidiaries, including the Company and its subsidiaries, (iii) violate or breach any provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of a Lien on the Shares or any Lien upon any of the properties or assets asset of the Company or any of its Subsidiaries under (subsidiaries pursuant to, any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter agreement or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable other obligation to the Company which Seller or any of its Subsidiaries subsidiaries, including the Company and its subsidiaries, is a party, or by which any of them may be bound, except for those listed in Section 2.4 of the Disclosure Schedule as to which Seller will use its best efforts to obtain requisite waivers or consents prior to the Closing, or (iv) violate any Order material order, writ, injunction, decree, judgment, statute, law or Law ruling of any Governmental Entity applicable to the Company Seller or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of subsidiaries, including the Company Letterand its subsidiaries, no Consent excluding from the foregoing clauses (i) and (iii) such requirements, defaults, rights or violations which would not have a Material Adverse Effect or would not have a material adverse effect on the ability of any Governmental Entity or filing with any Governmental Entity is required by or with respect Seller to consummate the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.or
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 No Governmental Approval is required on the part of the Company Letter, each Seller for the execution and delivery by such Seller of this Agreement do not or any Ancillary Agreements to which it is party and will notthe performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, except (i) as listed on Section 4.03 of the Disclosure Letter; (ii) compliance with any applicable requirements of the HSR Act and any Investment Laws listed on Section 6.04(a) of the Disclosure Letter; or (iii) any such Governmental Approval, the failure to make or obtain, individually or in the aggregate, would not reasonably be expected to (a) prevent any of the transactions contemplated hereby or (b) materially impair the ability of such Seller to perform its obligations under this Agreement. Assuming compliance with the provisions hereof items described in clauses (i) through (iii) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by such Seller nor the consummation by such Seller of the transactions contemplated hereby or thereby, as applicable, will not, (A) conflict with, with or result in any breach or violation of any provision of its respective organizational documents, as applicable, (B) result in a breach or breach violation of, or default constitute (with or without notice or lapse of time, time or both) undera default (or give rise to the creation of any Lien, except for Permitted Liens, or give to others a any right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit acceleration) under, or result in the creation of any Lien upon any of the terms, conditions or provisions of any Contract to which such Seller is a party or by which Seller or its respective properties or assets of the Company may be bound or (C) violate any Law applicable to such Seller or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except in the case of each of clauses (B) and (C), for breaches or violations, defaults, Liens or rights that would not reasonably be expected to (i) in connection, or in compliance, with the provisions prevent any of the HSR Act, transactions contemplated hereby or (ii) materially impair the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness ability of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding Seller to perform its obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednessthis Agreement.
Appears in 1 contract
Sources: Contribution and Equity Purchase Agreement (McAfee Corp.)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, the The execution and delivery of this Agreement do not and will by the Company does not, and the performance by the Company of this Agreement and the consummation of the transactions contemplated hereby Transactions by the Company will not, require the Company or any of its Subsidiaries to make or obtain any Consent to or from any Governmental Authority, except for (i) compliance with (A) the applicable requirements of any Antitrust Laws and (B) the Securities Act, the Exchange Act and any state securities or “blue sky” laws, (ii) the filing of the Certificate of Merger with the Secretary of State, and (iii) those Consents, the failure of which to be obtained or made would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(b) The execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with or violate (A) the certificate of incorporation or by-laws of the Company, (B) the certificate of incorporation or by-laws or other comparable organizational documents of any Subsidiary of the Company or (C) assuming compliance with the provisions hereof will notmatters referred to in Section 3.06(a), conflict withany material Law or material Order applicable to the Company or any of its Subsidiaries as of the date hereof, result in any violation or breach of, or default (with or without notice or lapse of time, or bothii) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation imposition of any material Lien upon any of the properties or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) result in any breach of or constitute a default (or an event that with or without notice, the lapse of time or both would constitute a default), or give rise to any right of termination, cancellation or acceleration under, any Specified Contract applicable to which the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreementa party, except for (i) in connection, or in compliance, with the provisions case of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, clause (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligationsfor such breaches, (F) all obligations of such Person under commodity purchase rights or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed defaults that would not reasonably be expected to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesshave a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Keyw Holding Corp)
Consents and Approvals; No Violation. (a) Except as set forth disclosed in SECTION Section 3.5 of the Company Lettereach Representing Party's Disclosure Schedule, the execution and delivery of this Agreement do not and will notno filing with, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will notno permit, conflict withauthorization, result in any violation consent or breach approval of, any Governmental Entity or default (with other public or without notice private third party is necessary or lapse of timerequired under the terms, conditions or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration provisions of any Indebtedness obligation Law or the loss of a benefit under, or result in the creation Order of any Lien upon Governmental Entity or any of Contract to which the properties or assets of the Company Representing Party or any of its Subsidiaries under (any of is a party or by which the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company Representing Party or any of its Subsidiaries or any of their respective assets or properties or assets. Except as set forth in SECTION 3.5 is bound for the execution, delivery and performance of this Agreement by the Representing Party and the consummation by such Representing Party of the Company Lettertransactions contemplated hereby, no Consent other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the ability of the Representing Party to consummate the transactions contemplated by this Agreement.
(b) Neither the execution, delivery or performance of this Agreement by the Representing Party nor the consummation by such Representing Party of the transactions contemplated hereby, will (i) violate any provision of the Articles or Certificate of Incorporation, Bylaws, Articles of Association, or other similar governing documents of the Representing Party or any of its Subsidiaries, (ii) 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, vesting, payment, exercise, acceleration, suspension or revocation) under any of the provisions of any Governmental Entity note, bond, mortgage, deed of trust, security interest, indenture, license, sublicense, contract, agreement, plan or filing with other instrument or obligation of any Governmental Entity is required by or with respect kind (collectively, "Contracts") to which the Company Representing Party or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (iii) violate any statute, law, rule, regulation or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, injunction, permit or license (collectively, "Orders") of any Governmental Entity applicable to the Representing Party or its Subsidiaries or any of their respective properties or assets, (iv) result in connection with the execution and delivery creation or imposition of this Agreement any Encumbrance on any asset of the Representing Party or is any of its Subsidiaries, or (v) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the Representing Party or any of its Subsidiaries to conduct its business as currently conducted, except in the case of clauses (ii), (iii), (iv) and (v) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or prevent the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Lawshereby.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Sources: Business Combination Agreement (In Focus Systems Inc)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, Neither the execution and delivery of this Agreement do not and will not, and by the Company nor the consummation by the Company of the transactions contemplated hereby and compliance will:
(a) conflict with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any provision of the properties respective Company Charter or assets Company By-Laws, each as amended, of the Company or any of its Subsidiaries under Subsidiaries;
(b) require any of the foregoing being a "VIOLATION")consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) any provision in connection with the applicable requirements of the Company Charter or H▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the Company Bylaws“HSR Act”), (ii) any provision the filing of the comparable charter or organization documents of any of Proxy Statement and such current reports on Form 8-K under the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except Exchange Act as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is may be required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of Agreement, the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (iiiii) the filing of the Certificate articles of Merger with merger pursuant to the Secretary of State of PBCL and the State of Delaware and in other states where the Company is qualified to do businessDGCL, (iiiiv) filings and consents required by the Federal Communications Commission (the “FCC”) or the rules and regulations promulgated by the FCC (the “FCC Rules”) and the Pennsylvania Public Utilities Commission (the “PAPUC”) or the rules and regulations promulgated by the PAPUC (the “PAPUC Rules”) in each case as described on Schedule 4.5(b), (v) such filings and consents required with local Governmental Entities (as defined in Section 4.6(g)) as described on Schedule 4.5(b) and (vi) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and would not materially and adversely affect the ability of the Company to consummate the transactions contemplated hereby or otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger;
(c) except as set forth in Schedule 4.5(c), conflict with, or 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 or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any agreement, indenture, lease, instrument, permit, concession, franchise, license, understanding or undertaking or other instrument or obligation to which the Company or any Subsidiary of the Company or any of their assets may be required bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which individually or in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect; or
(bd) For purposes of assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money Section 4.5 are duly and timely obtained or for the deferred purchase price of property payment for which is deferred six (6) months or moremade and, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters the Merger, the Company Shareholder Approval has been obtained, violate any order, award of creditan arbitrator, bankers' acceptances and surety bondswrit, whether injunction, decree, statute, rule or not matured, (C) all obligations evidenced by notes, bonds, debentures regulation applicable to the Company or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies Subsidiary of the seller Company or lender under such agreement to any of their respective assets, except for violations which individually or in the event of default are limited aggregate have not had and would not reasonably be expected to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesshave a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 for (i) compliance with the applicable requirements of the Securities Act and the Exchange Act, (ii) compliance with the rules and regulations of NASDAQ, (iii) the filing of the Certificate of Merger, (iv) compliance with any applicable foreign or state securities or “blue sky” laws, and (v) such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not have a Company Material Adverse Effect, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Contemplated Transactions will require on the part of the Company Letterany filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity.
(b) Assuming the execution consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.4(a) have been made or obtained, neither the execution, delivery or performance of this Agreement do not and will not, and by the Company nor the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof Contemplated Transactions will not, conflict with, result in (i) violate any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any provision of the properties Organizational Documents (or assets equivalent organizational documents) of the Company or any of its Subsidiaries under Subsidiaries; (ii) 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 or acceleration) under, any of the foregoing being a "VIOLATION")terms, (i) any provision of the Company Charter conditions or the Company Bylaws, (ii) any provision of the comparable charter or organization documents provisions of any of the Company's Subsidiariesnote, (iii) any Contract applicable bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (iviii) assuming the accuracy of the representations in Section 5.7, violate any Order or Law applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets. Except as set forth ; except in SECTION 3.5 the case of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, clauses “(ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware )” and in other states where the Company is qualified to do business, “(iii) )” for such filings as may be required in connection with the taxes described in SECTION 5.8violations, breaches, defaults, terminations, cancellations or (iv) applicable requirements, if any, of Blue Sky Lawsaccelerations that would not have a Company Material Adverse Effect.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 No Governmental Approval is required on the part of the Company Letter, Purchaser for the execution and delivery by the Purchaser of this Agreement do not or any Ancillary Agreements to which it is party and will notthe performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, except (i) as listed on Section 5.03 of the Disclosure Letter; or (ii) compliance with any applicable requirements of the HSR Act and any Investment Laws listed on Section 6.04(a) of the Disclosure Letter. Assuming compliance with the provisions hereof items described in clauses (i) and (ii) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by the Purchaser nor the consummation by the Purchaser of the transactions contemplated hereby or thereby will not, (A) conflict with, with or result in any breach or violation of any provision of its organizational documents, (B) result in a breach or breach violation of, or default constitute (with or without notice or lapse of time, time or both) undera default (or give rise to the creation of any Lien, except for Permitted Liens, or give to others a any right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit acceleration) under, or result in the creation of any Lien upon any of the terms, conditions or provisions of any Contract to which the Purchaser is a party or by which the Purchaser or its properties or assets of may be bound or (C) violate any Law applicable to the Company Purchaser or any of its Subsidiaries under properties or assets, except in the case of each of clauses (B) and (C), for breaches or violations, defaults, Liens or rights that would not reasonably be expected to (i) prevent or materially delay any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter transactions contemplated hereby or the Company Bylaws, (ii) any provision materially impair the ability of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable Purchaser to the Company or any of perform its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by obligations under this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Sources: Contribution and Equity Purchase Agreement (McAfee Corp.)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, Neither the execution and delivery of this Agreement do not and will not, and by the Company nor the consummation by the Company of the transactions contemplated hereby and compliance with will (except as disclosed by the provisions hereof will notCompany on Schedule 3.6):
3.6.1 subject to the obtaining of any requisite approval of the Company's stockholders, conflict withwith any provision of the Certificate of Incorporation or Bylaws of the Company or the charter documents of the Company's subsidiaries;
3.6.2 require any consent, result in any violation approval, authorization or breach permit of, or filing with or notification to, any court, administrative agency or commission or other governmental authority domestic or foreign (a "Governmental Entity"), except (i) in connection with the Hart-Scott-Rodino Antitr▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Act of l976, as amended (the "HSR Act"), (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, (iv) the filing of the Merger Certificate pursuant to the DGCL, or (v) where the failures to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have a Material Adverse Effect;
3.6.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or its subsidiaries, except for violations which, in the aggregate, would not have a Material Adverse Effect; or
3.6.4 result in a default (with or without notice or lapse of time, or both) under, or give rise to others a any right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon acceleration) under any of the properties terms, conditions or assets provisions of any note, lease, mortgage, license, agreement, permit or other instrument or obligations to which the Company or any of its Subsidiaries under (any of the foregoing being subsidiaries is a "VIOLATION"), (i) any provision of the Company Charter party or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to by which the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreementassets may be bound, except for such defaults (ior rights of termination, cancellation or acceleration) in connectionas to which requisite waivers or consents have been obtained or which, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are aggregate, would not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesshave a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Monroc Inc)
Consents and Approvals; No Violation. (a) Except for (i) the Consents, (ii) the consent of the Limited Partners with respect to the transactions contemplated by this Agreement and (iii) the Regulatory Requirements, no consent, waiver, approval or authorization of, or filing, registration or qualification with, any Governmental Authority is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement by Seller.
(b) Except as set forth in SECTION 3.5 of the Company Letteron SCHEDULE 5.3(B), the execution execution, delivery and delivery performance of this Agreement by Seller do not and will not, and the consummation : (a) violate or conflict with any provision of the transactions contemplated hereby and compliance with the provisions hereof will notPartnership Agreement; (b) violate any Legal Requirement; or (c) (i) violate, conflict with, result in any violation with or constitute a breach of, of or default under (with without regard to requirements of notice, passage of time or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration elections of any Indebtedness obligation or the loss of a benefit underPerson), (ii) permit or result in the creation of any Lien upon any of the properties termination, suspension or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiariesmodification of, (iii) result in the acceleration of (or give any Contract applicable Person the right to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (iiaccelerate) the filing performance of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8Seller under, or (iv) applicable requirementsresult in the creation or imposition of any Encumbrance under, if anyany Seller Contract or any other instrument evidencing any of the Assets or any instrument or other agreement to which Seller is a party or by which Seller or any of its assets is bound or affected, of Blue Sky Laws.
(b) For purposes of except such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations which would not, individually or in the aggregate, have a material adverse effect on the System, the Business, or Seller's ability to perform its obligations under this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for Buyer's ability to conduct the deferred purchase price of property payment for Business after the Closing in substantially the same manner in which it is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue currently conducted by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such IndebtednessSeller.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Cable Tv Investors 5 LTD)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 for applicable requirements of the HSR Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings and approvals relating to health care licensing and similar matters, and the filing and recordation of the Articles 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 Company Letterof the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery by Company of this Agreement do not and will not, and the other Transaction Documents to which it is a party, nor the consummation by Company of the transactions contemplated hereby and thereby, nor compliance by Company with any of the provisions hereof and thereof, will not, (i) conflict with, with or result in any breach of any provisions of the charter documents or by-laws of Company or any of the Company Subsidiaries, (ii) result in a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to others a any right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit acceleration) under, or result in the creation of any Lien upon any of the properties terms, conditions or assets provisions of the any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Company or any of its the Company Subsidiaries under is a party or by which any of them or any of their properties or assets may be bound, or (iii) assuming compliance with the matters referred to in this Section 5.5, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions case of the HSR Act, clauses (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8for violations, breaches or (iv) applicable requirements, if any, of Blue Sky Lawsdefaults which would not have a Company Material Adverse Effect.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of where the Company Letterfailure to make any filing with, the execution and delivery of this Agreement do or to obtain any permit, authorization, consent or approval of, any Governmental Entity would not and will not, and prevent or materially delay the consummation of the transactions contemplated hereby and compliance with or otherwise prevent the provisions hereof will notRepresenting Party from performing in all material 23 30 respects its obligations under this Agreement, conflict or would not individually or in the aggregate have a Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution, delivery and performance of this Agreement by the Representing Party and the consummation by such Representing Party of the transactions contemplated hereby.
(b) Neither the execution, delivery or performance of this Agreement by the Representing Party nor the consummation by such Representing Party of the transactions contemplated hereby, will (i) violate or conflict with any provision of the certificate of incorporation, Memorandum and Articles of Association (Satzung), the Management Board (Vorstand) Rules of Procedure (Geschaftsordnung) or by-laws or other similar governing documents of the Representing Party or any of its Subsidiaries, (ii) result in any a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to others a any right of payment or of termination, amendmentcancellation, cancellation vesting, payment, exercise, acceleration, suspension or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon revocation) under any of the properties provisions of any note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or assets of other instrument or obligation to which the Company Representing Party or any of its Subsidiaries under (is a party or by which any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter them or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiariestheir properties or assets may be bound, (iii) violate any Contract order, writ, injunction, decree, judgment, statute, rule or regulation applicable to the Company Representing Party or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth , (iv) result in SECTION 3.5 the creation or imposition of any Encumbrance on any asset of the Company LetterRepresenting Party or any of its Subsidiaries, no Consent or (v) cause the suspension or revocation of any Governmental Entity permit, license, governmental authorization, consent or filing with any Governmental Entity is required by or with respect to approval necessary for the Company Representing Party or any of its Subsidiaries to conduct its business as currently conducted, except in connection with the execution case of clauses (ii), (iii), (iv) and delivery of this Agreement (v) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or is necessary for revocations which would not or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or prevent the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Lawshereby.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 for the applicable requirements of the Company LetterHSR Act, the execution and delivery of this Agreement do not by Buyer and each Transaction Agreement which it is or will be a party does not, and the performance by Buyer of this Agreement and each Transaction Agreement which it is or will be a party and the consummation of the Transactions by Buyer and the transactions contemplated hereby by each Transaction Agreement to which it is or will be a party will not require Buyer to obtain any Consent from any Governmental Authority, except for those Consents, the failure of which to be obtained or made would not reasonably be expected to materially impair or delay Buyer’s ability to consummate the Transactions.
(b) The execution and delivery of this Agreement by Buyer and each Transaction Agreement which it is or will be a party does not, and the performance by Buyer of this Agreement and each Transaction Agreement to which it is or will be a party and the consummation of the Transactions by Buyer and the transactions contemplated by each Transaction Agreement to which it is or will be a party will not (i) contravene, conflict with or violate (A) the Organizational Documents of Buyer or (B) assuming compliance with the provisions hereof will notmatters referred to in Section 5.03(a), conflict withany Law or Order applicable to Buyer, or (ii) result in any violation or breach of, or constitute a default (or an event that with or without notice or notice, the lapse of time, time or bothboth would constitute a default) under, or give rise to others a any right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation Contract to which Buyer is a party or the loss of a benefit underby or to which Buyer is bound or subject, or result except, in the creation case of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under clauses (any of the foregoing being a "VIOLATION"), (ii)(B) any provision of the Company Charter or the Company Bylaws, and (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred for such breaches or defaults that would not reasonably be expected to above secured by (materially impair or for which delay Buyer’s ability to consummate the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such IndebtednessTransactions.
Appears in 1 contract
Consents and Approvals; No Violation. (a1) Except for (i) the Consents, (ii) filings, consents or other actions which, if not made or obtained, would not have a material adverse effect on any of the Assets material to the Business, the System, the Business, Seller's ability to perform its obligations under this Agreement or Buyer's ability to conduct the Business after the Closing in substantially the same manner in which it is currently conducted by Seller, (iii) the consent of the Limited Partners with respect to the transactions contemplated by this Agreement and (iv) the Regulatory Requirements, no consent, waiver, action, approval or authorization of, or filing, registration or qualification with, any Person or Governmental Authority is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement by Seller.
(2) Except as set forth in SECTION 3.5 of the Company Letteron Schedule 5.3(b), the execution execution, delivery and delivery performance of this Agreement by Seller do not and will not, and : (a) violate or conflict with any provision of its Certificate of Limited Partnership or the consummation of the transactions contemplated hereby and compliance with the provisions hereof will notPartnership Agreement; (b) violate any Legal Requirement; or (c) (i) violate, conflict with, result in any violation with or constitute a breach of, of or default under (with without regard to requirements of notice, passage of time or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration elections of any Indebtedness obligation or the loss of a benefit underPerson), (ii) permit or result in the creation of any Lien upon any of the properties termination, suspension or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiariesmodification of, (iii) result in the acceleration of (or give any Contract applicable Person the right to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (iiaccelerate) the filing performance of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8Seller under, or (iv) applicable requirementsresult in the creation or imposition of any Encumbrance under, if anyany Seller Contract or any other instrument evidencing any of the Assets or any instrument or other agreement to which Seller is a party or by which Seller or any of its assets is bound or affected, of Blue Sky Laws.
(b) For purposes of except such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations which would not, individually or in the aggregate, have a material adverse effect on the Assets, taken as a whole, the System, the Business, or Seller's ability to perform its obligations under this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for Buyer's ability to conduct the deferred purchase price of property payment for Business after the Closing in substantially the same manner in which it is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue currently conducted by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such IndebtednessSeller.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Cable Tv Investors 5 LTD)
Consents and Approvals; No Violation. (a) No Governmental Authorization is required in connection with (i) the execution or delivery by the Seller or the Member of this Agreement or the Seller Documents, (ii) the performance of the Seller's and the Member's obligations under this Agreement or the Seller Documents or (iii) the consummation of the transactions contemplated hereby.
(b) Except as set forth disclosed in SECTION 3.5 Section 3.3 of the Company LetterDisclosure Schedule, neither the execution and delivery of this Agreement do not and will not, the Seller Documents by the Seller or the Member nor the performance of the Seller's and the Member's obligations hereunder or thereunder nor the consummation of the transactions contemplated hereby and compliance with the provisions hereof will notwill, conflict with, result in any violation directly or breach of, or default indirectly (with or without notice or lapse of time):
(i) contravene, conflict with or result in any violation of any provision of the organizational or operating documents of the Seller or the Member, any resolution thereof, or bothany agreement among such parties;
(ii) contravene, conflict with or result in a breach of any of the terms or provisions of, or give any Person a right to declare a default or exercise any remedy under, or give to others a right of payment accelerate the maturity or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit underperformance of, or to cancel, terminate or modify any Purchased Contract;
(iii) result in the creation of any Lien upon any of the properties Purchased Assets;
(iv) contravene, conflict with, violate, or assets of give any Governmental Authority or other Person the Company or any of its Subsidiaries under (right to challenge any of the foregoing being a "VIOLATION")transactions contemplated hereby or exercise any remedy (including revocation, (i) any provision of the Company Charter withdrawal, suspension or the Company Bylaws, (ii) any provision of the comparable charter or organization documents modification of any of the Company's SubsidiariesGovernmental Authorization) or obtain any relief under, (iii) any Contract Legal Requirement applicable to the Company Seller or the Member; or
(v) otherwise require the Seller or the Member to give any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connectionnotice to, or in complianceobtain any consent from, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Lawsany Person.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hirsch International Corp)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, the The execution and delivery of this Agreement do not and the other Transaction Agreements to which it is or will be a party by Seller does not, and the performance by such Seller of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation of the Transactions and the transactions contemplated hereby and by each Transaction Agreement to which it is or will be a party will not require Seller to obtain any Consent from any Governmental Authority, except for (i) compliance with the provisions hereof will notSecurities Act, conflict with, result in the Exchange Act and any violation state securities or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws“blue sky” laws, (ii) any provision the applicable requirements of the comparable charter or organization documents of any of the Company's SubsidiariesHSR Act, and (iii) any Contract applicable those Consents, the failure of which to the Company be obtained or any of its Subsidiaries or made would not reasonably be expected to have a Seller Material Adverse Effect.
(ivb) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution and delivery of this Agreement and the other Transaction Agreements to which it is or will be a party by Seller does not, and the performance by Seller of this Agreement and the other Transaction Agreements to which it is necessary for or will be a party and the consummation of the Merger Transactions and the other transactions contemplated by this Agreementeach Transaction Agreement to which it is or will be a party will not, except for (i) in connectioncontravene, conflict with or in compliance, violate (A) the Organizational Documents of Seller or (B) assuming compliance with the provisions of matters referred to in Section 3.03(a), any Law or Order applicable to Seller or to which the HSR ActCompany or the Business Assets are subject, (ii) result in any breach of, constitute a default (or an event that with or without notice, the filing lapse of the Certificate time or both would constitute a default) under, or give rise to any right of Merger with the Secretary of State of the State of Delaware and in other states where termination, cancellation or acceleration of, any Contract to which Seller is a party or by or to which Seller or the Company is qualified to do businessor the Business Assets are bound or subject, or (iii) such filings as may be required in connection with create or impose any Lien on the taxes described in SECTION 5.8Shares or any of the Business Assets, or (iv) applicable requirementsexcept, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course case of business that are not overdue by more than six clauses (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such propertyi)(B), (Eii) all capital lease obligations, and (Fiii) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred for such breaches, defaults or rights that would not reasonably be expected to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesshave a Seller Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except for the filing of a Pre-Merger Notification and Report Form by the Buyer under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976 (a) ▇▇▇ "▇▇▇ ▇▇▇"), ▇▇ filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Seller of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to have a material adverse effect on the ability of the Seller to consummate the transactions contemplated hereby or on the business or financial condition of the Companies and the Company Subsidiaries taken as a whole. Except as set forth in SECTION 3.5 on Section 3.4 of the Company Seller Disclosure Letter, neither the execution and delivery of this Agreement do not and will not, and nor the consummation of the transactions contemplated hereby and nor compliance by the Seller with any of the provisions hereof will not, conflict with, (I) con flict with or result in any violation of any provision of the certificate of incorporation, by-laws or other organizational document of the Seller or any of the Companies or Company Subsidiaries, (II) result in a default or breach ofor the creation of a Lien upon the properties or assets of any of the Companies or the Company Subsidiaries, or default (with or without notice or lapse of time, or both) under, under any material note, bond, mortgage, indenture, license, benefit plan, agreement or other material instrument or obligation to which the Seller, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the Companies or the Company Subsidiaries, is a party or by which any of them or any of their properties or assets is bound or (III) assuming the truth of the Company representations and warranties of the Buyer contained herein and its compliance with all agreements contained herein and assuming the due making of all filings referred to in the preceding sentence, violate any material statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which the Seller, or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter Companies or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties assets or assets. Except as set forth in SECTION 3.5 of the Company Letterproperties, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Lawsbound.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Sources: Stock Purchase Agreement (Compass International Services Corp)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, Neither the execution and delivery of this Agreement do not and will not, and by the Company nor the consummation by the Company of the transactions contemplated hereby and compliance with will (except as disclosed by the provisions hereof will notCompany on Schedule 3.6):
3.6.1 subject to the obtaining of any requisite approval of the Company's stockholders, conflict withwith any provision of the Certificate of Incorporation or Bylaws of the Company or the charter documents of the Company's subsidiaries;
3.6.2 require any consent, result in any violation approval, authorization or breach permit of, or filing with or notification to, any court, administrative agency or commission or other governmental authority domestic or foreign (a "Governmental Entity"), except (i) in connection with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of l976, as amended (the "HSR Act"), (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, (iv) the filing of the Merger Certificate pursuant to the DGCL, or (v) where the failures to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have a Material Adverse Effect;
3.6.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or its subsidiaries, except for violations which, in the aggregate, would not have a Material Adverse Effect; or
3.6.4 result in a default (with or without notice or lapse of time, or both) under, or give rise to others a any right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon acceleration) under any of the properties terms, conditions or assets provisions of any note, lease, mortgage, license, agreement, permit or other instrument or obligations to which the Company or any of its Subsidiaries under (any of the foregoing being subsidiaries is a "VIOLATION"), (i) any provision of the Company Charter party or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to by which the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreementassets may be bound, except for such defaults (ior rights of termination, cancellation or acceleration) in connectionas to which requisite waivers or consents have been obtained or which, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are aggregate, would not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesshave a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, the The execution and delivery of this Agreement do not and will by the Company does not, and the performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and compliance with by the provisions hereof Company will not, conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of require the Company or any of its Subsidiaries under (to make or obtain any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter Consent to or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of from any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this AgreementAuthority, except for (i) in connection, or in compliance, compliance with (A) the provisions applicable requirements of the HSR ActAct and (B) the Securities Act and the Exchange Act or under any state securities or “blue sky” laws, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware State, and in other states where the Company is qualified to do business, (iii) such filings as Consents that may be required in connection with solely by reason of Parent’s or Merger Sub’s performance of this Agreement or consummation of the taxes described in SECTION 5.8, or transactions contemplated hereby and (iv) applicable requirementsthose Consents, if anythe failure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or prevent or materially delay the consummation of Blue Sky Lawsthe transactions contemplated by this Agreement.
(b) For purposes The execution and delivery of this Agreement "Indebtedness" by the Company does not, and the performance by the Company of any Person shall mean without duplication this Agreement and the consummation of the transactions contemplated hereby by the Company will not, (i) conflict with or violate (A) all indebtedness the certificate of such Person for borrowed money incorporation or for by-laws of the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance SheetCompany, (B) all reimbursement and the certificate of incorporation or by-laws or other obligations with respect to letters comparable organizational documents of creditany Subsidiary of the Company, bankers' acceptances and surety bonds, whether or not matured, (C) all assuming compliance with the matters referred to in Section 3.06(a), any Law or Order applicable to the Company or any of its Subsidiaries as of the date hereof, or (ii) with or without notice, lapse of time or both, result in any breach or violation of, give rise to a termination (or right of termination) of or constitute a default under, create or accelerate any obligations evidenced by notesunder or create a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries pursuant to, bondsany Contract to which the Company or any of its Subsidiaries is a party, debentures or similar instrumentsexcept (x) in each case, as set forth on Schedule 3.06(b) and, (Dy) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event case of default are limited to repossession or sale of such propertyclauses (i)(B), (Ei)(C) all capital lease obligationsand (ii), (F) all obligations of for such Person under commodity purchase conflicts, violations, breaches or option agreements defaults that would not reasonably be expected to have, individually or other commodity price hedging arrangementsin the aggregate, in each case whether contingent a Material Adverse Effect or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap prevent or collar agreement or other similar agreement or arrangement designed to alter materially delay the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all consummation of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured transactions contemplated by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednessthis Agreement.
Appears in 1 contract
Sources: Merger Agreement (Convergys Corp)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, Neither the execution and delivery of this Agreement do not and will not, and by the Company nor the consummation of the transactions contemplated hereby and compliance will (i) violate or conflict with the provisions hereof will not, conflict with, or result in any violation breach of any provision of the Certificate of Incorporation or breach ofBylaws or the respective certificates of incorporation or bylaws or other similar governing documents of any Subsidiary of the Company, (ii) assuming all consents, approvals and authorizations contemplated by clause (i) through (iii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Laws, (iii) except as set forth on Section 3.04(b)(iii) of the Disclosure Letter, violate, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit underconflict with, or result in the creation a breach of any Lien upon provision of, or require any consent, waiver or approval, or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the properties terms, conditions or assets provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries under (any of the foregoing being is a "VIOLATION"), (i) any provision of the Company Charter party or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to by which the Company or any of its Subsidiaries or any of their respective properties assets may be bound, (iv) result (or, with the giving of notice, the passage of time or assets. Except as set forth otherwise, would result) in SECTION 3.5 the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company Letteror any of its Subsidiaries or (v) violate any order, no Consent of any Governmental Entity writ, injunction, decree, statute, rule or filing with any Governmental Entity is required by or with respect regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except, in connection with case of clauses (ii), (iii), (iv) and (v), as would not reasonably be expected to have, individually or in the execution aggregate, a Material Adverse Effect.
(b) The execution, delivery and delivery performance of this Agreement or is necessary for by the Company and the consummation of the Merger by the Company do not and the other transactions contemplated by this Agreementwill not require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”) except for (i) in connectionthe pre-merger notification requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, or in compliance, with as amended (the provisions of the “HSR Act”) or applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the filing applicable requirements of the Certificate Securities Exchange Act of Merger with 1934, as amended (the Secretary of State of “Exchange Act”) and the State of Delaware rules and in other states where the Company is qualified to do businessregulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the Corporation Law and (iv) any such filings as may be required in connection with consent, approval, authorization, permit, filing, or notification the taxes described in SECTION 5.8failure of which to make or obtain (A) would not prevent or materially delay the Company from performing its obligations under this Agreement, or (ivB) applicable requirementswould not reasonably be expected to have, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money individually or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheetaggregate, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednessa Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as Assuming the truth and accuracy of the representations and warranties set forth in SECTION 3.5 of the Company LetterSection 5.06(a), the execution and delivery of this Agreement by the Company do not and will not, and the performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of require the Company or any of its Subsidiaries under (to obtain any of the foregoing being a "VIOLATION")material consent from any Governmental Authority, except (i) any provision for compliance with the applicable requirements, if any, of the Company Charter or HSR Act (and any similar Law enforced by any Governmental Authority regarding preacquisition notifications for the Company Bylawspurpose of competition reviews), (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in appropriate documents with the relevant authorities of other states where in which the Company is qualified to do business with respect to such qualifications to do business, (iii) such filings as for Consents that may be required solely by reason of Parent’s or Copper’s (as opposed to any other third party’s) participation in connection with the taxes described in SECTION 5.8transactions contemplated hereby (which Consents shall be solely the responsibility of Parent and Copper), or and (iv) applicable requirements, if any, of Blue Sky Lawsas set forth in Schedule 4.06(a).
(b) For purposes Assuming receipt of all approvals, authorizations, consents or waiting period expirations or termination related to the required Consents described in Section 4.06(a), the execution and delivery of this Agreement "Indebtedness" by the Company do not, and the performance of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for this Agreement by the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in Company and the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies consummation of the seller or lender under such agreement in the event of default are limited to repossession or sale of such propertytransactions contemplated hereby will not, except as set forth on Schedule 4.06(b), (Ei) all capital lease obligations, (F) all obligations conflict with or violate the certificate of such Person under commodity purchase incorporation or option agreements by-laws or other commodity price hedging arrangementscomparable organizational documents, in each case whether contingent as currently in effect, of the Company or maturedany of its Subsidiaries, (Gii) all conflict with, violate or result in a loss of rights or trigger new obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest ratesunder, in each case whether contingent in any material respect, any Orders applicable to the Company or maturedany of its Subsidiaries or by or to which any of their respective properties or assets is bound or subject, (Hiii) all accrued interestresult in any breach of, prepayment penalties and premiums and expenses constitute a default (or an event that with notice or lapse of prepayment with respect time or both would constitute a default) or accelerate the performance required under or give to all others any right of termination, amendment, acceleration or cancellation of, or result in the loss of rights under, any Contract or Permit to which the Company or any of its Subsidiaries is a party or by or to which the Company or any of its Subsidiaries or any of their respective properties or assets is bound or subject or (iv) result in the creation of a Lien on any property or asset of the Indebtedness referred Company or any Subsidiary pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except (x) as set forth on Schedule 4.06(b) and (y) in the case of clause (iii) above, and (I) all Indebtedness referred for such conflicts, violations, breaches, defaults or rights that would not reasonably be expected to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or result in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednessa Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, the The execution and delivery of this Agreement do not and each Transaction Agreement to which it is or will be a party by the Company does not, and the performance by the Company of this Agreement and each Transaction Agreement to which it is or will be a party and the consummation of the Transactions and the transactions contemplated hereby and by each Transaction Agreement to which it is or will be a party by the Company will not require the Company to obtain any Consent from any Governmental Authority, except for (i) compliance with the provisions hereof Securities Act, the Exchange Act and any state securities or “blue sky” laws, (ii) the applicable requirements of the HSR Act, and (iii) those Consents, the failure of which to be obtained or made would not reasonably be expected to be material to the Company.
(b) The execution and delivery of this Agreement and each Transaction Agreement to which it is or will be bound by the Company does not, and the performance by the Company of this Agreement and each Transaction Agreement to which it is or will be a party and the consummation of the Transactions and the transactions contemplated by each Transaction Agreement to which it is or will be a party by the Company will not (i) contravene, conflict withwith or violate (A) the Organizational Documents of the Company or (B) assuming compliance with the matters referred to in Section 4.06(a), any Law or Order applicable to the Company or to which the Company or the Business Assets are subject, (ii) result in any breach of, or constitute a default (or an event that with or without notice, the lapse of time or both would constitute a default) under, require any consent under, result in any violation payment being required or breach of, or default (with or without notice or lapse of time, or both) penalty under, or give rise to others a any right of payment or of termination, amendmentmodification, cancellation or acceleration of any Indebtedness obligation material obligations or the loss of a material benefit under, under any Contract to which the Company is a party or result in the creation of (iii) create or impose any Lien upon on the Shares or any of the properties or assets Business Assets, except in the case of the Company or any of its Subsidiaries under clauses (any of the foregoing being a "VIOLATION"i)(B), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter and (iii), for such conflicts, violations, breaches or organization documents of any of defaults that would not reasonably be expected to be material to the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as Assuming the truth and accuracy of the representations and warranties set forth in SECTION 3.5 of the Company LetterSection 5.07(a), the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party by the Company do not and will not, and the performance by the Company of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby and compliance with thereby by the provisions hereof Company will not, conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of require the Company or any of its Subsidiaries under (to obtain any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company Authority or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this AgreementPerson, except for (i) in connection, or in compliance, for compliance with the provisions applicable requirements, if any, of the HSR Act, (ii) for obtaining the Company Member Consent, (iii) for the filing of the Company Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do businessDelaware, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirementsfor the Consents set forth in Schedule 4.06(a), if any(v) for Consents that are required solely by reason of Parent’s, Merger Sub 1’s or Merger Sub 2’s (as opposed to any other Person’s) participation in the transactions contemplated hereby (which Consents shall be solely the responsibility of Blue Sky LawsParent, Merger Sub 1 and Merger Sub 2) and (vi) for those Consents, the failure of which to be obtained or made would not reasonably be expected to be material to the Blocker, the Company and its Subsidiaries, taken as a whole.
(b) For purposes The execution and delivery of this Agreement "Indebtedness" and the Ancillary Agreements to which the Company is a party by the Company do not, and the performance by the Company of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Company will not (i) conflict with or violate in any material respect the Organizational Documents of the Company, (ii) conflict with or violate the Organizational Documents of any Person shall mean without duplication Subsidiary of the Company, (Aiii) all indebtedness assuming receipt of such Person for borrowed money the Consents of Governmental Authorities referred to in Section 3.04(a) and Section 4.06(a), conflict with or for violate any Law or Order applicable to the deferred purchase price Company or any of property payment for its Subsidiaries, (iv) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, any Material Contract to which the Company or any of its Subsidiaries is deferred six a party or (6v) months or more, but excluding obligations to trade creditors incurred result in the ordinary course termination, revocation or material impairment of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheetany Permit, (B) all reimbursement and other obligations with respect to letters of creditexcept, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event case of default are limited to repossession or sale of such propertyclauses (ii), (E) all capital lease obligationsiii), (Fiv) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, and (Gv) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (for such conflicts, violations, breaches or for which the holder of such Indebtedness has an existing right, contingent or otherwise, defaults that would not reasonably be expected to be secured by) any Lien upon or in property or other assets (including accounts material to the Blocker, the Company and contract rights) owned by such Personits Subsidiaries, even though such Person has not assumed or become liable for the payment of such Indebtednesstaken as a whole.
Appears in 1 contract
Sources: Merger Agreement (Rite Aid Corp)
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 on Schedule 3.4(a) (the “Seller Required Governmental Approvals”), none of Seller, Vision, the Company Letteror any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in connection with the execution execution, delivery and delivery performance by Seller of this Agreement do not or any of the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby and will notthereby.
(b) Except as set forth on Schedule 3.4(b) and assuming the Seller Required Governmental Approvals are obtained or made, as the case may be, the execution, delivery and performance by each of Seller and Vision of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and compliance thereby, does not: (i) violate or conflict with any provision of the provisions hereof will notorganizational or governing documents of Seller, conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation Vision or the loss of a benefit underCompany; (ii) violate any Law or Order to which Seller, or result in the creation of any Lien upon any of the properties or assets of Vision, the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, is subject; (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract applicable to which the Company or any of its Subsidiaries is a party; or (iv) trigger any Order “change of control” or Law applicable other similar provisions contained in any Material Contract to which the Company or any of its Subsidiaries or any is a party, except, in the case of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, clauses (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business), (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirementsabove, if anyfor such violations, conflicts, breaches, defaults or rights of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money acceleration, termination, modification or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations cancellation as would not reasonably be expected to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only be materially adverse to the extent reserved for on the Most Recent Balance SheetCompany and its Subsidiaries, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesstaken as a whole.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, the The execution and delivery of this Agreement do not and will notthe Ancillary Agreements, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions hereof performance by the Company of its obligations hereunder and thereunder will not:
(a) subject to receipt of the Company Stockholders’ Approval, conflict withwith any provision of the articles of incorporation or bylaws, result in as amended, of the Company or the organizational documents of any violation of its Subsidiaries;
(b) require any consent, waiver, approval, order, authorization or breach Permit of, or default (registration, filing with or without notice notification to, (i) any Governmental Authority, except for any applicable requirements of the HSR Act, the Securities Act, the Exchange Act, the AMEX, state laws relating to takeovers, if applicable, state securities or lapse blue sky laws, and Customary Post-Closing Consents or (ii) except as set forth in Section 4.4(b) of timethe Company Disclosure Schedule, or bothany third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and Permits that would not (A) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in a Company Material Adverse Effect, (B) materially impair the creation of any Lien upon any of the properties or assets ability of the Company or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (any of C) prevent the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents consummation of any of the Company's SubsidiariesTransactions;
(c) except as set forth in Section 4.4(c) of the Company Disclosure Schedule, result in any violation of or the breach of or constitute a default (iiiwith notice or lapse of time or both) under, or give rise to any Contract applicable right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or (iv) any Order or Law applicable to by which the Company or any of its Subsidiaries or any of their respective properties or assets. Except assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a Company Material Adverse Effect, (ii) materially impair the ability of the Company or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the Transactions;
(d) except as set forth in SECTION 3.5 Section 4.4(c) of the Company LetterDisclosure Schedule, no Consent violate the provisions of any Governmental Entity order, writ, injunction, judgment, decree, statute, rule or filing with any Governmental Entity is required by or with respect regulation applicable to the Company or any of its Subsidiaries Subsidiaries;
(e) except as set forth in connection with the execution and delivery of this Agreement or is necessary for the consummation Section 4.4(c) of the Merger and the other transactions contemplated by this AgreementCompany Disclosure Schedule, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred result in the ordinary course creation of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon any material properties or assets or on any shares of capital stock of the Company or equity interests of its Subsidiaries (other than a Crusader Operating Entity after the Closing) under any agreement or instrument 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 properties or assets is bound; or
(f) result in property any holder of any securities of the Company being entitled to appraisal, dissenters’ or other assets (including accounts and contract similar rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set forth in SECTION 3.5 of the Company Letter, the The execution and delivery of this Agreement do not by each of Parent and will Merger Sub does not, and the performance by each of Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby Transactions by each of Parent and compliance with the provisions hereof Merger Sub will not, conflict with, result in require Parent or Merger Sub to make or obtain any violation Consent to or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of from any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this AgreementAuthority, except for (i) in connection, or in compliance, compliance with the provisions applicable requirements of the HSR Actany Antitrust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may those Consents, the failure of which to be required in connection with the taxes described in SECTION 5.8, obtained or (iv) applicable requirements, if any, of Blue Sky Lawsmade would not reasonably be expected to have a Parent Material Adverse Effect.
(b) For purposes The execution and delivery of this Agreement "Indebtedness" by each of any Person shall mean without duplication Parent and Merger Sub does not, and the performance by each of Parent and Merger Sub of this Agreement and the consummation of the Transactions will not, (i) conflict with or violate (A) all indebtedness the certificate of such Person for borrowed money incorporation or for the deferred purchase price by-laws of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance SheetParent, (B) all reimbursement and other obligations with respect to letters the certificate of credit, bankers' acceptances and surety bonds, whether incorporation or not matured, by-laws of Merger Sub or (C) all obligations evidenced by notesassuming compliance with the matters referred to in Section 4.03(a), bonds, debentures any Law or similar instruments, (D) all indebtedness created Order applicable to Parent or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies Merger Sub as of the seller date hereof, or lender under such agreement (ii) result in any breach of, or constitute a default (or an event that with or without notice, the lapse of time or both would constitute a default) under, or give rise to any right of termination, cancellation or acceleration of any Contract to which Parent or Merger Sub is a party or by or to which Parent or Merger Sub is bound or subject, except, in the event case of default are limited to repossession or sale of such property), clauses (Ei)(C) all capital lease obligations, and (Fii) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred for such breaches or defaults that would not reasonably be expected to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesshave a Parent Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Keyw Holding Corp)
Consents and Approvals; No Violation. Except for (a) Except as set forth in SECTION 3.5 applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) filings with various state blue sky authorities and (c) filing and recordation of appropriate merger documents as required by the DGCL and the corporate law of the other states in which the Company Letterand Acquisition are qualified to do business, no filing with or notice to, and no permit, authorization, consent or approval of, any public body or Governmental Entity or any other person, the absence of which would reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on the Company or, following the Merger, the Surviving Corporation, is necessary for the execution and delivery by the Company of this Agreement do not and will not, and or the consummation by the Company of the transactions contemplated by this Agreement. None of the execution, delivery and performance by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby and nor compliance by the Company with any of the provisions hereof will not, (i) conflict with, with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation of any Lien upon any provision of the properties Certificate of Incorporation or assets Bylaws of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter similar governance or the Company Bylaws, (ii) any provision of the comparable charter or organization organizational documents of any of the Company's Subsidiaries, (iiiii) 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 Contract applicable right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease agreement or other instrument or obligation 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 properties or assets may be bound or (iviii) violate any Order order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or except, with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, clauses (ii) and (iii), for such violations, breaches or defaults which, either individually or in the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where aggregate, would not be reasonably expected to have a Material Adverse Effect on the Company is qualified to do businessor, (iii) such filings as may be required in connection with following the taxes described in SECTION 5.8Merger, or (iv) applicable requirements, if any, of Blue Sky Lawsthe Surviving Corporation.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Sources: Merger Agreement (Westerbeke Corp)
Consents and Approvals; No Violation. (a) Except as set forth on Schedule 4.1(a) (the “Company Required Governmental Approvals”), neither the Company nor any Company Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in SECTION 3.5 connection with the execution, delivery and performance by the Company of this Agreement or any of the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby, other than such notices, filings, authorizations, consents or approvals that, if not given, made or obtained, will not or would not reasonably be expected to (i) result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any material right or obligation of the Company Letteror any Company Subsidiary pursuant to any Material Contract or Permit or (ii) result in a Material Adverse Effect.
(b) Except as set forth on Schedule 4.1(b), the execution execution, delivery and delivery performance by the Company of this Agreement do not and will notthe Ancillary Agreements, and the consummation of the transactions contemplated hereby and compliance with thereby, does not: (i) violate any provision of the provisions hereof will notOrganizational Documents of the Company or any Company Subsidiary; (ii) violate any Law or Order to which the Company or any Company Subsidiary is subject; (iii) violate, conflict with, or result in any violation or a material breach of, or constitute a material default (with or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in the creation termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any Lien upon any of the properties material right or assets obligation of the Company or any of its Subsidiaries Company Subsidiary under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any Contract applicable to or result in the creation of a Lien upon any material asset of the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8Subsidiary, or (iv) applicable requirementsresult in any obligation by the Company or any Company Subsidiary to provide or obtain any notice, if anyauthorization, of Blue Sky Laws.
(b) For purposes of this Agreement "Indebtedness" of consent or approval by any Person shall mean without duplication pursuant to any Contract (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more“Third Party Consents”), but excluding obligations to trade creditors incurred except, in the ordinary course case of business that are not overdue by more than six clauses (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such propertyii), (Eiii) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred iv), as would reasonably be expected to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtednesshave a Material Adverse Effect.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Pacific Ethanol, Inc.)
Consents and Approvals; No Violation. (a) Except as The execution and delivery of this Agreement by Seller do not, and the performance by Seller of this Agreement and the consummation of the transactions contemplated hereby will not, require any Company to obtain (x) any Consents required under or with respect to the Material Contracts, (y) any Consent from any Governmental Authority, or (z) any material Consent of any third party, except for (i) applicable filing requirements, if any, of the HSR Act or the Competition Laws; (ii) filings required to be made with the United States Securities and Exchange Commission; and (iii) the Consents set forth in SECTION 3.5 of Schedule 5.5(a).
(b) Provided Seller has obtained or made the Company LetterConsents set forth in Schedule 5.5(a), the execution and delivery of this Agreement by Seller do not and will not, and the performance of this Agreement by Seller and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, except as set forth in Schedule 5.5(b), (i) conflict withwith or violate the articles of incorporation or by-laws or estatutos sociales, in each case as currently in effect, of any of the Companies, (ii) conflict with or violate any Laws applicable to any of the Companies or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any violation or breach of, or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would constitute a default) under, or give to others a any right of payment or of termination, amendment, acceleration or cancellation of, or acceleration of any Indebtedness obligation or the loss of a benefit require payment under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries under (any of the foregoing being Companies under, any material note, bond, indenture, Contract, permit, franchise or other instrument or obligation to which such Company is a "VIOLATION"), (i) any provision of the Company Charter party or the Company Bylaws, (ii) any provision of the comparable charter by or organization documents of to which any of the Company's Subsidiaries, (iii) any Contract applicable to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries Companies or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity assets is bound or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Lawssubject.
(b) For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.
Appears in 1 contract
Sources: Stock Purchase Agreement (Hayes Lemmerz International Inc)
Consents and Approvals; No Violation. (a) Except for (i) the Consents, (ii) the consent of the Limited Partners with respect to the transactions contemplated by this Agreement and (iii) the Regulatory Requirements, no consent, waiver, approval or authorization of, or filing, registration or qualification with, any Governmental Authority is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement by Seller.
(b) Except as set forth in SECTION 3.5 of the Company Letteron SCHEDULE 5.3(b), the execution execution, delivery and delivery performance of this Agreement by Seller do not and will not, and the consummation : (a) violate or conflict with any provision of the transactions contemplated hereby and compliance with the provisions hereof will notPartnership Agreement; (b) violate any Legal Requirement; or (c) (i) violate, conflict with, result in any violation with or constitute a breach of, of or default under (with without regard to requirements of notice, passage of time or without notice or lapse of time, or both) under, or give to others a right of payment or of termination, amendment, cancellation or acceleration elections of any Indebtedness obligation or the loss of a benefit underPerson), (ii) permit or result in the creation of any Lien upon any of the properties termination, suspension or assets of the Company or any of its Subsidiaries under (any of the foregoing being a "VIOLATION"), (i) any provision of the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiariesmodification of, (iii) result in the acceleration of (or give any Contract applicable Person the right to the Company or any of its Subsidiaries or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except as set forth in SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (iiaccelerate) the filing performance of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8Seller under, or (iv) applicable requirementsresult in the creation or imposition of any Encumbrance under, if anyany Seller Contract or any other instrument evidencing any of the Assets or any instrument or other agreement to which Seller is a party or by which Seller or any of its assets is bound or affected, of Blue Sky Laws.
(b) For purposes of except such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations which would not, individually or in the aggregate, have a material adverse effect on the System, the Business, or Seller's ability to perform its obligations under this Agreement "Indebtedness" of any Person shall mean without duplication (A) all indebtedness of such Person for borrowed money or for Buyer's ability to conduct the deferred purchase price of property payment for Business after the Closing in substantially the same manner in which it is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue currently conducted by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (E) all capital lease obligations, (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such IndebtednessSeller.
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Sources: Asset Purchase Agreement (American Cable Tv Investors 5 LTD)