3No Conflict Sample Clauses

3No Conflict. Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated hereunder nor the fulfillment by Buyer of any of its terms will: (a) conflict with or result in a breach by Buyer of, or constitute a default by it under, or create an event that, with the giving of notice or the lapse of time, or both, would be a default under or breach of, any of the terms, conditions or provisions of (1) any indenture, mortgage, lease, deed of trust, pledge, loan or credit agreement or any other material contract, arrangement or agreement to which Buyer is a party or to which a material portion of its assets is subject, (2) the organizational documents of Buyer, or (3) any judgment, order, writ, injunction, decree or demand of any governmental entity which materially affects Buyer or which materially affects the Buyer's ability to conduct its business; (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any material portion of the assets of Buyer or which materially affects Buyer's ability to conduct its business as conducted prior to the date of this Agreement; or (c) cause a loss or adverse modification of any permit, license, or other authorization granted by any governmental entity to or otherwise necessary or materially useful to Buyer's business.

3No Conflict. Neither the execution and delivery of this Agreement and the Transaction Documents by Buyer, nor the performance by Buyer of the transactions contemplated hereby or thereby will: (a) violate or conflict with or result in a breach of any provision of any Law or Governmental Order binding on Buyer; (b) constitute a default under the Organizational Documents of Buyer; or (c) require any authorization, consent or approval by, or notice to, any third party, including Governmental Authorities.

3No Conflict. Neither the execution and delivery of this Agreement, nor the consummation or performance of the transactions contemplated by this Agreement, will: (a) directly or indirectly (with or without notice, lapse of time or both) conflict with, result in a breach or violation of, constitute a default (or give rise to any right of termination, cancellation, acceleration, suspension or modification of any obligation or loss of any benefit) ​ ​ under, constitute a change in control resulting in any right of termination or other adverse consequence under, result in any payment becoming due under, result in the imposition of any Encumbrances on any Company Units or any of the properties or assets of the Company under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under (i) the Company Articles of Organization or Company Operating Agreement, or any resolution adopted by the Company Members or managers of the Company, (i) any Governmental Authorization or Material Contract to which the Company is a party or by which the Company is bound or to which any of their respective properties or assets is subject or (iii) any Law or Judgment applicable to the Company or any of its respective properties or assets; or (b) except as set forth in Section 4.3 of the Disclosure Schedule, require the Company or any Company Member to obtain any consent, waiver, approval, ratification, permit, license, Governmental Authorization or other authorization of, give any notice to, or make any filing or registration with, any Governmental Authority or other Person (other than the filing and recordation of appropriate documents relating to the Merger as required by the Delaware Act and the Tennessee Act and other filings or consents contemplated herein).

3No Conflict. This Agreement, the Transaction Documents to which Sellers are or will be a party and the execution and delivery hereof and thereof by Sellers do not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with any of the provisions of the certificate of incorporation, certificate of formation, bylaws or limited liability company agreement of Sellers or with any of the provisions of the organizational documents of Sellers; (b) conflict with any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Seller; (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, lien or material agreement, contract, commitment or instrument to which any Seller is a party or by which any of them is bound or to which any of the Assets are subject; (d) result in the creation of, or afford any person the right to obtain, any material Lien on the capital stock or other equity interests, property or assets of the any Seller under any such indenture, mortgage, lien, agreement, contract, commitment or instrument; or (e) result in the revocation, cancellation, suspension or material modification, singly or in the aggregate, of any Governmental Approval (as defined below) possessed by Sellers that is necessary or desirable for the ownership, lease or operation of its or their properties and other assets in the conduct of its or their business as now conducted, including any Governmental Approvals under any applicable Environmental Law; except, in the case of clauses (b), (c), (d) and (e), as would not have, individually or in the aggregate, a Material Adverse Effect.

3No Conflict. The execution, delivery and performance by F&S and Buyer of each Buyer-Related Document will not: (a) contravene the Organizational Documents of F&S or Buyer or result in a breach of, constitute a default under, give rise to any right under or otherwise terminate or modify any Contract to which F&S or Buyer is a party; or (b) violate a Law or Order applicable to F&S or Buyer.

3No Conflict. Subject to Section 4.9(d), neither the execution and delivery of this Agreement by each Seller, B▇▇▇▇▇ and D▇▇▇▇▇▇▇, nor the execution and delivery of the Lease by Landowner and Bendistillery, nor the consummation of the Purchase and other transactions contemplated hereunder, nor the fulfillment by each Seller, Landowner, B▇▇▇▇▇ and D▇▇▇▇▇▇▇ the terms of this Agreement or the Lease will: (a) conflict with or result in a breach by any Seller, Landowner, B▇▇▇▇▇ or D▇▇▇▇▇▇▇ of, or constitute a default under, or create an event that, with the giving of notice or the lapse of time, or both, would be a default under or breach of, or give a right to terminate or cancel under, any of the terms, conditions or provisions of (1) any indenture, mortgage, lease, deed of trust, pledge, loan or credit agreement, or any other material contract, arrangement or agreement to which any Seller, Landowner, B▇▇▇▇▇ or D▇▇▇▇▇▇▇ is a party or to which any material portion of the assets of any Seller, Landowner, B▇▇▇▇▇ or D▇▇▇▇▇▇▇ is subject, (2) the Articles of Incorporation, Bylaws or organizational documents of any Seller or Landowner, or (3) any judgment, order, writ, injunction, decree or demand of any governmental entity which materially affects any Seller, Landowner, B▇▇▇▇▇ or D▇▇▇▇▇▇▇, or is likely to adversely affect any Seller's or Landowner's ability to conduct its business or own, rent or convey its assets; (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any material assets of any Seller, Landowner, B▇▇▇▇▇ or D▇▇▇▇▇▇▇, or which materially affects any Seller's ability to conduct its business as conducted prior to the date of this Agreement; or (c) cause a loss or adverse modification of any permit, license, or other authorization granted by a governmental entity to or otherwise held by any Seller, Landowner, B▇▇▇▇▇ or D▇▇▇▇▇▇▇. Except for this Agreement, none of the Sellers has any legal obligation, absolute or contingent, to any other person or entity to sell any capital stock or other ownership interest in any Seller, or the business or any material assets of any Seller, or to effect any merger, consolidation or other reorganization of any Seller or to enter into any agreement with respect thereto.

3No Conflict. 5 3.4Consents...............................................................................................................................5 3.5Laws and Regulations; Litigation........................................................................................6 3.6Management Projections and Budgets.................................................................................6 3.

3No Conflict. Neither the Purchaser’s execution, delivery and performance of this Agreement, nor the consummation by the Purchaser of the transactions contemplated by this Agreement, will: (a) conflict with or violate the Purchaser’s organizational documents; (b) result in a breach or default under or create in any Person the right terminate, cancel, accelerate or modify, or require any notice, consent or waiver under, any material Contract to which the Purchaser is a party or by which the Purchaser is bound, in any case with or without due notice or lapse of time or both; (c) result in the imposition of any Lien or other encumbrance on any of the assets of the Purchaser; (d) violate any Law or Judgment applicable to the Purchaser; or (e) require the Purchaser to obtain any Governmental Authorization or make any filing with any Governmental Authority, subject only to the entry of the Sale Order.

3No Conflict. The execution and delivery of this Agreement and the performance of its obligations hereunder (a) do not violate or conflict with the provisions of its certificate of incorporation or by-laws, (b) do not conflict with or violate any requirement of Law effective as of the Effective Date, and (c) do not and will not conflict with, violate, breach or constitute a default under any contractual obligations of it or any of its Affiliates existing or known as of the Effective Date.