Common use of Absence of Conflicts Clause in Contracts

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 25 contracts

Samples: Convertible Debenture Purchase Agreement (Next Generation Media Corp), Exchangeable Preferred Stock and Warrants Purchase Agreement (Dental Medical Diagnostic Systems Inc), Convertible Debenture and Warrants Purchase Agreement (Mw Medical Inc)

AutoNDA by SimpleDocs

Absence of Conflicts. The execution and delivery of this Agreement and each agreement the agreements the forms of which is are attached as an Exhibit Exhibits hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investorthereof, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 7 contracts

Samples: Common Stock and Warrant Purchase Agreement (Global Casinos Inc), Common Stock and Warrant Purchase Agreement (XML Global Technologies Inc), Common Stock and Warrant Purchase Agreement (XML Global Technologies Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor Buyer in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the InvestorBuyer, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor Buyer or (a) violate any provision of any indenture, instrument or agreement to which Investor Buyer is a party or is subject, or by which Investor Buyer or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor Buyer to any third party; or (d) require the approval of any non-governmental agency third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor Buyer is subject or to which any of its assets, operations or management may be subject.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Peak Entertainment Holdings Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor or (a) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 5 contracts

Samples: Registration Rights Agreement (Calypte Biomedical Corp), Escrow Agreement (Calypte Biomedical Corp), Warrants Purchase Agreement (Cray Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any non-governmental agency third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 5 contracts

Samples: Registration Rights Agreement (Famous Fixins Inc), Registration Rights Agreement (Famous Fixins Inc), Registration Rights Agreement (Famous Fixins Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewithany other document or instrument contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investorthereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or Investor, (ab) violate any provision of Investor's Memorandum of Association or Articles of Association or other applicable charter document, any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) , or conflict with or constitute a material default thereunder; , (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; , or (d) require the approval of any third-party (which that has not been obtained) pursuant to any material contract, instrument, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 4 contracts

Samples: Private Equity Credit Agreement (NCT Group Inc), Registration Rights Agreement (NCT Group Inc), Private Equity Credit Agreement (Computerized Thermal Imaging Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and any other document or instrument executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investorthereof, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or Investors, or, to the Investors knowledge, (a) violate any provision of any indenture, instrument or agreement to which Investor is any of the Investors are a party or is are subject, or by which Investor any of the Investors or any of its their assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor Investors to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor any of the Investors is subject or to which any of its their assets, operations or management may be subject.

Appears in 4 contracts

Samples: Preferred Stock Subscription Agreement (Objectsoft Corp), Preferred Stock Purchase Agreement (Wordcruncher Internet Technologies), Common Stock Purchase Agreement (Waverider Communications Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement the agreements the forms of which is are attached as an Exhibit Exhibits hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investorthereof, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 2 contracts

Samples: Shares and Warrant Purchase Agreement (Hawaiian Natural Water Co Inc), Convertible Preferred Stock and Warrants Purchase Agreement (Avtel Communications Inc/De)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewithany other document or instrument contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investorthereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or Purchaser, or, to the Purchaser's knowledge, (ab) violate any provision of any indenture, instrument or agreement to which Investor Purchaser is a party or is subject, or by which Investor Purchaser or any of its assets is bound; , (bc) conflict with or constitute a material default thereunder; , (cd) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor Purchaser to any third party; , or (de) require the approval of any third-party (which that has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation contract to which Investor Purchaser is subject or to which any of its assets, operations or management may be subject.

Appears in 2 contracts

Samples: Stock Purchase and Subscription Agreement (Cormax Business Solutions Inc), Stock Purchase and Subscription Agreement (Cormax Business Solutions Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor or (a) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 2 contracts

Samples: Convertible Debentures and Warrants Purchase Agreement (Sedona Corp), Debentures and Warrants Purchase Agreement (Acres Gaming Inc)

Absence of Conflicts. The execution and delivery of this -------------------- Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor or (a) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 1 contract

Samples: Warrants Purchase Agreement (Data Race Inc)

AutoNDA by SimpleDocs

Absence of Conflicts. The execution and delivery of this ---------------------- Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 1 contract

Samples: Convertible Debenture and Warrants Purchase Agreement (Worldwide Wireless Networks Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and any other document or instrument executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investorthereof, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or Investors, or, to the Investors knowledge, (a) violate any provision of any indenture, instrument or agreement to which Investor is any of the Investors are a party or is are subject, or by which Investor any of the Investors or any of its their assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor Investors to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor any of the Investors is subject or to which any of its their assets, operations or management may be subject.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Global Maintech Corp)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not to the knowledge of the Investor, violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrants Purchase Agreement (Sedona Corp)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and any other document or instrument executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investorthereof, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or Purchaser, or, to the Purchaser's knowledge, (a) violate any provision of any indenture, instrument or agreement to which Investor the Purchaser is a party or is are subject, or by which Investor the Purchaser or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor Purchaser to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor any of the Purchasers is subject or to which any of its their assets, operations or management may be subject.

Appears in 1 contract

Samples: Escrow Agreement (Global Wireless Satellite Networks Usa Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor or (a) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject. No such review or other investigation by the Investor shall diminish the Investor's right to rely on the representations and warranties of the Company or relieve the Company's objections with respect thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (Fibercore Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

Appears in 1 contract

Samples: And Warrants Purchase Agreement (Affinity Technology Group Inc)

Absence of Conflicts. The execution and delivery of this Agreement and each agreement which is attached as an Exhibit hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.or

Appears in 1 contract

Samples: Convertible Debenture and Warrants Purchase Agreement (Stupid Pc Inc /Ga)

Time is Money Join Law Insider Premium to draft better contracts faster.