Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Seller of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the articles of incorporation or bylaws of the Seller, (b) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel any Contract to which the Seller is a party, (c) contravene or conflict with any judgment, decree or order of any Governmental Entity to which the Seller is a party or by which the Seller or any of its properties are bound, or (d) contravene or conflict with any Law or arbitration award applicable to the Seller.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Ivoice, Inc /De), Stock Purchase Agreement (Thomas Pharmaceuticals, Ltd.), Stock Purchase Agreement (Ivoice, Inc /De)

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Absence of Restrictions and Conflicts. The execution, execution and delivery and performance by the Seller of this Agreement and the documents to be executed and delivered by Seller Ancillary Documents, the consummation of pursuant to the transactions contemplated hereby and thereby does not, and the fulfillment performance of each of Seller’s obligations hereunder and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or boththereunder will not, (a) contravene or conflict with or violate any term or provision of the articles certificate of incorporation or bylaws of the Seller, (b) conflict with or violate any law applicable to Seller or by which any property or asset of Seller is bound, or (c) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel any Contract to which the Seller is a partycancel, (ci) contravene any contract, will, agreement, permit, franchise, license or conflict with other instrument applicable to Seller, (ii) any judgment, decree or order of any Governmental Entity governmental entity to which the Seller is a party or by which the Seller or any of its properties are bound, bound or (diii) contravene or conflict with any Law or arbitration award applicable to the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Startek Inc)

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Absence of Restrictions and Conflicts. The execution, execution and delivery and performance by the such Seller of this Agreement and the Seller Company Ancillary DocumentsDocuments to which he or it is a party does not, the consummation of the transactions contemplated hereby and thereby and the fulfillment performance of such Seller's obligations hereunder and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or boththereunder will not, (a) contravene or to the Knowledge of such Seller, conflict with or violate any term Law applicable to such Seller (with or provision without notice or lapse of the articles time or both), or by which any of incorporation his/its properties or bylaws of the Sellerassets is bound, (b) to the Knowledge of such Seller, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel any Contract to which the Seller is a partycancel, (ci) contravene any Contract, will, agreement, trust, permit, franchise, License or conflict with other instrument applicable to such Seller, or (ii) any judgment, decree or order Order of any Governmental Entity Authority to which the such Seller is a party or by which the Seller or any of his/its properties are bound, (c) arbitration award or judgment applicable to such Seller, or (d) contravene or conflict with require the consent and approval by any Law or arbitration award applicable to the SellerGovernmental Authority.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Shiloh Industries Inc)

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