No Restrictions; Required Consents. The execution and delivery of this Agreement by the LLC do not, and the performance by the LLC of the transactions contemplated hereby to be performed by the LLC will not, (i) conflict with the certificate of formation or limited liability company agreement of the LLC, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the LLC is a party or by which any of its properties are bound, (iii) constitute a violation of any Law applicable to the LLC, or (iv) result in the creation of any lien upon any of its assets. No consent, approval, order or authorization of, or registration, declaration or filing with, a Governmental Entity is required to be obtained or made by or with respect to the LLC in connection with the execution and delivery of this Agreement by the LLC or the performance by the LLC of the transactions contemplated hereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.1(e).
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Healthextras Inc)
No Restrictions; Required Consents. The execution and delivery of this Agreement by the LLC CZHH do not, and the performance by the LLC CZHH of the transactions contemplated hereby to be performed by the LLC CZHH will not, (i) conflict with the certificate Certificate of formation Incorporation or limited liability company agreement Bylaws of the LLCCZHH, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the LLC CZHH is a party or by which any of its properties are bound, (iii) constitute a violation of any Law applicable to the LLCCZHH, or (iv) result in the creation of any lien upon any of its assets. No consent, approval, order or authorization of, or registration, declaration or filing with, a Governmental Entity is required to be obtained or made by or with respect to the LLC CZHH in connection with the execution and delivery of this Agreement by the LLC CZHH or the performance by the LLC CZHH of the transactions contemplated hereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.1(e2.3.(e).
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Healthextras Inc)