Neither the final payment nor the remaining retention or substituted securities shall become due until the Contractor submits to the Architect, and the Owner receives:
Neither the. University nor shall the Trustees or the UFF shall abridge any rights of faculty members related to union activity granted under Chapter 447, Florida Statutes, 2003, Florida law including but not limited to the right to assist or to refrain from assisting the UFF, or the exercise of any rights under this Agreement.
Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an "excess parachute payment," as defined in section 280G(b)(1) of the Code because, inter alia, the exemption set forth in Section 280G(b)(5)(A) for certain "small business corporations" as defined in Section 1361(b) of the Code (but without regard to Section 1361(b)(1)(C) thereof) applies with respect to the Company.
Neither the. Option Holder nor any other person legally entitled to exercise this option shall be entitled to any of the rights or privileges of a stockholder of the Company in respect of any shares issuable upon any exercise of this option unless and until a certificate or certificates representing such shares shall have been actually issued and delivered to him.
Neither the. Paying Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, except for its own gross negligence or wilful misconduct.
Neither the execution and delivery by the Buyer of this Agreement nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof by the Buyer will (i) violate or conflict with any provision of the Certificate of Incorporation, as amended, or Bylaws, as amended, of the Buyer or any of its subsidiaries; (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any of the assets of the Buyer or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, sublease, option, agreement or other instrument or obligation to which the Buyer or any of its subsidiaries is a party, or by which it or any of its subsidiaries or any of the assets of the Buyer or any of its subsidiaries may be bound or affected; or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or any of its subsidiaries, or any of the assets of the Buyer or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches or defaults (A) that would not have a material adverse effect on this Agreement or materially and adversely affect the consummation of the transactions contemplated hereby, or (B) as to which requisite waivers or consents either shall have been obtained by the Closing Date or shall have been waived by the Shareholders and the Company in writing. Except as set forth on Schedule 4.2, no consent or approval by, notice to or registration with any Person or any governmental authority, other than the filing of a Notification and Report Form with the Federal Trade Commission and the Department of Justice, is required on the part of the Buyer prior to the Closing Date in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby.
Neither the execution and delivery of this Lease Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, conflicts or will conflict with, or results or will result in a breach of, any of the terms, conditions or provisions of any agreement, instrument or court or other governmental order to which the Lessee is now a party or by which it is bound, or constitutes or will constitute a default under any of the foregoing.
Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to:
Neither the execution and delivery of this Agreement by Westbank or WB, the execution and delivery of the Bank Merger Agreement by WB, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Westbank and WB with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Organization or Bylaws of Westbank or the equivalent documents of any Westbank Subsidiary, (ii) except as set forth in Section 4.5.2(ii) of the Westbank DISCLOSURE SCHEDULE, violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Westbank or any Westbank Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Westbank or any Westbank Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Westbank or any Westbank Subsidiary.
Neither the execution and delivery of this Agreement and the documents referenced herein, nor incurring of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referenced herein, will conflict with or result in a material breach of any of the terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any -19- contract, indenture, mortgage, deed of trust, loan, agreement, lease or other agreements or instruments to which Seller is a party or by which any of the Seller's properties may be bound.
