Common use of Absence of Conflicting Agreements or Required Consents Clause in Contracts

Absence of Conflicting Agreements or Required Consents. The execution, delivery and performance by Seller of this Agreement and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) except as set forth in Schedule 5.6 and Schedule 5.9 hereto, does not require the consent of any governmental or regulatory body or authority or any other third party; (ii) will not conflict with or result in a violation of any provision of Seller's articles or certificate of incorporation or bylaws, (iii) will not conflict with, result in a violation of, or constitute a default under any law, rule, ordinance, regulation or any ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality which is applicable to Seller or by which Seller or its properties are subject to or bound; (iv) except as set forth in Schedule 5.9, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, any performance required by the terms of any agreement, instrument, license or permit, to which Seller is a party or by which Seller or any of its properties are subject to or bound; and (v) will not create any Encumbrance or restriction upon any of the assets or properties of Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Physician Partners Inc), 7 Asset Purchase Agreement (American Physician Partners Inc)

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Absence of Conflicting Agreements or Required Consents. The Except as set forth on Schedule 2.5, the execution, delivery and performance by Seller of this Agreement by the Company and Sxxxxxx and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) except as set forth in Schedule 5.6 and Schedule 5.9 hereto, does not require the consent of any governmental or regulatory body or authority or any other third party; (ii) will not conflict with or result in a violation of any provision of Sellerthe Company's articles Articles of Organization, as amended or certificate of incorporation restated, or bylawsBylaws, as amended or restated; (iii) will not conflict with, with result in a violation of, or constitute a default under any law, rule, ordinance, regulation or any regulation, ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality to which the Company or Sxxxxxx is applicable to Seller a party or by which Seller the Company or its Sxxxxxx or any of their properties are subject to or bound; (iv) except as set forth in Schedule 5.9, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, the acceleration of any performance required by the terms of any agreement, instrument, license or permit, material to this transaction, to which Seller is the Company or Sxxxxxx are a party or by which Seller the Company or Sxxxxxx or any of its their properties are subject to or bound; and (v) will not create any Encumbrance encumbrance or restriction upon any of the assets or properties of Sellerthe Company or Sxxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (TOMI Environmental Solutions, Inc.)

Absence of Conflicting Agreements or Required Consents. The Subject to the consummation of the transactions contemplated pursuant to the Nationwide Agreement and the Trust, except as set forth in Article 5 with respect to governmental consents and in SCHEDULE 7.8 or SCHEDULE 7.9(a) with respect to consents required in connection with the assignment of certain Contracts, the execution, delivery and performance by Seller of this Agreement and any other documents contemplated hereby by Seller: (with or without the giving of notice, the lapse of time, or both): (ia) except as set forth in Schedule 5.6 and Schedule 5.9 hereto, does do not require the consent of any governmental third party (including, without limitation, the consent of any governmental, regulatory, administrative or regulatory body or authority or any other third partysimilar authority); (ii) will not conflict with or result in a violation of any provision of Seller's articles or certificate of incorporation or bylaws, (iiib) will not conflict with, result in a violation breach of, or constitute a violation of or default under under, the provisions of Seller's articles of incorporation, code of regulations, by-laws or other charter documents or any applicable law, judgment, order, injunction, decree, rule, ordinance, regulation or any ruling, decree, determination, award, judgment, order or injunction ruling of any court or governmental instrumentality which is applicable to Seller or by which Seller or its properties are subject to or bound; (iv) except as set forth in Schedule 5.9, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, any performance required by the terms of any agreement, instrument, license or permit, authority to which Seller is a party or by which Seller or any of its properties the Stations Assets are subject bound; (c) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract, agreement, instrument, license or permit to which Seller or boundany of the Stations Assets is now subject; and (vd) will not create result in the creation of any Encumbrance or restriction upon Liens on any of the assets or properties of SellerStations Assets.

Appears in 1 contract

Samples: Assets Purchase Agreement (Heftel Broadcasting Corp)

Absence of Conflicting Agreements or Required Consents. The Except as set forth on Schedule 2.5, the execution, delivery and performance by Seller of this Agreement by the Company and the Unit Holders and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) except as set forth in Schedule 5.6 and Schedule 5.9 hereto, does not require the consent of any governmental or regulatory body or authority or any other third party; (ii) will not conflict with or result in a violation of any provision of Sellerthe Company's articles Articles of Organization, as amended or certificate of incorporation restated, or bylawsBylaws, as amended or restated; (iii) will not conflict with, with result in a violation of, or constitute a default under any law, rule, ordinance, regulation or any regulation, ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality to which the Company or the Unit Holders is applicable to Seller a party or by which Seller the Company or its the Unit Holders or any of their properties are subject to or bound; (iv) except as set forth in Schedule 5.9, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, the acceleration of any performance required by the terms of any agreement, instrument, license or permit, material to this transaction, to which Seller is the Company or the Unit Holders are a party or by which Seller the Company or the Unit Holders or any of its their properties are subject to or bound; and (v) will not create any Encumbrance encumbrance or restriction upon any of the assets or properties of Sellerthe Company or the Unit Holders.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aquacell Water, Inc.)

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Absence of Conflicting Agreements or Required Consents. The Except as set forth on Schedule 2.5, the execution, delivery and performance by Seller of this Agreement by the Company and Xxxxxxx and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) except as set forth in Schedule 5.6 and Schedule 5.9 hereto, does not require the consent of any governmental or regulatory body or authority or any other third party; (ii) will not conflict with or result in a violation of any provision of Seller's articles the Company’s Articles of Organization, as amended or certificate of incorporation restated, or bylawsBylaws, as amended or restated; (iii) will not conflict with, with result in a violation of, or constitute a default under any law, rule, ordinance, regulation or any regulation, ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality to which the Company or Xxxxxxx is applicable to Seller a party or by which Seller the Company or its Xxxxxxx or any of their properties are subject to or bound; (iv) except as set forth in Schedule 5.9, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, the acceleration of any performance required by the terms of any agreement, instrument, license or permit, material to this transaction, to which Seller is the Company or Xxxxxxx are a party or by which Seller the Company or Xxxxxxx or any of its their properties are subject to or bound; and (v) will not create any Encumbrance encumbrance or restriction upon any of the assets or properties of Sellerthe Company or Xxxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement

Absence of Conflicting Agreements or Required Consents. The execution, delivery and performance by Seller of this Agreement and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) except as set forth in Schedule 5.6 and Schedule 5.9 hereto, does not require the consent of any governmental or regulatory body or authority or any other third party; (ii) will not conflict with or result in a violation of any provision of Seller's articles or certificate of incorporation or bylaws, ; (iii) will not conflict with, result in a violation of, or constitute a default under any law, rule, ordinance, regulation or any ruling, decree, determination, award, judgment, order or injunction of any court or governmental instrumentality which is applicable to Seller or by which Seller or its properties are subject to or bound; (iv) except as set forth in Schedule 5.9, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or modify, or permit any person to accelerate or modify, any performance required by the terms of any agreement, instrument, license or permit, to which Seller is a party or by which Seller or any of its properties are subject to or bound; and (v) will not create any Encumbrance or restriction upon any of the assets or properties of SellerPurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Physician Partners Inc)

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