Common use of Conflicts; Defaults Clause in Contracts

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by the Borrower Parties do not, and the performance of the Borrower Parties' obligations hereunder and thereunder and the consummation by the Borrower Parties of the transactions contemplated hereby (the "TRANSACTIONS") will not: (i) violate, conflict with or constitute a breach or default under the certificate of incorporation or bylaws or equivalent organizational document of any Borrower Party; (ii) require any authorization, approval, consent, registration, declaration or filing with, from or to any Governmental Authority; (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party is a party or by which any Borrower Party is bound. There is no pending or, to the Knowledge of the Borrower Parties, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their Subsidiaries, involving or seeking to restrain or prevent the consummation of the Transactions.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by the Borrower Parties do not, and the performance of the Borrower Parties' obligations hereunder and thereunder and the consummation by the Borrower Parties of the transactions contemplated hereby (the "TRANSACTIONS") will not: (i) violate, conflict with or constitute a breach or default under the certificate of incorporation or bylaws or equivalent organizational document of any Borrower Party; (ii) require any authorization, approval, consent, registration, declaration or filing withwith (other than a report on Form 8-K and a filing of a Form D), from or to any Governmental Authority; (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement), conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party is a party or by which any Borrower Party is bound. There is no pending or, to the Knowledge of the Borrower Parties, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their Subsidiaries, involving or seeking to restrain or prevent the consummation of the Transactions.

Conflicts; Defaults. (a) The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties Fireline and Shareholder do not, and the performance by Fireline and Shareholder of the Borrower Parties' their respective obligations hereunder and thereunder and the consummation by the Borrower Parties Fireline and Shareholder of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: not (i) violate, conflict with with, or constitute a breach or default under any of the certificate terms of incorporation Fireline's organizational documents, all written agreements, contracts, government contracts, sales commitments, purchase orders, customer commitments, security agreements or bylaws instruments and undertakings entered into in the ordinary course of the Business (collectively, the "Acquired Contracts"), or equivalent organizational document any License, patent, trademark, copyright or other Intellectual Property right of Fireline, any Borrower Party; Warranty, Personal Property Lease, Real Property Lease or any other obligation under or with respect to the Fireline Assets, (ii) result in the creation or imposition of any Liens in favor of any third party upon any of the Fireline Shares, the Fireline Assets or the Business, (iii) violate or require any authorization, approval, consentconsent or other action by, or registration, declaration or filing with, from with or notice to any Governmental Authority; (iii) violate Authority pursuant to any Applicable Law; law, statute, judgment, decree, injunction, order, writ, rule or regulation of any Governmental Authority affecting the Business, the Fireline Shares or the Fireline Assets, or (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is a party or by which Fireline or Shareholder or any of their respective assets or properties are bound or affected, or give any third party (A) the right to terminate, cancel cancel, modify or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party Fireline or Shareholder is a party or by which Fireline or Shareholder or any Borrower Party of their respective assets or properties are bound or affected, or (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is bounda party or by which Fireline or Shareholder or any of their respective assets or properties are bound or affected. There is no pending or, to the Knowledge best knowledge of the Borrower PartiesFireline and Shareholder, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their SubsidiariesAuthority, involving or seeking to restrain or prevent the consummation of the Transactionstransactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to acquire or own the Fireline Shares or the right of Purchaser to operate the Business in substantially the manner in which it currently is operated. Fireline has not received any notice or other communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is a party or by which Fireline or Shareholder or any of their respective assets or properties are bound or affected.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties Purchaser do not, and the performance by Purchaser of the Borrower Parties' its obligations hereunder and thereunder and the consummation by the Borrower Parties Purchaser of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: not (i) violate, conflict with with, or constitute a breach or default under any of the certificate terms of incorporation Purchaser’s Articles of Organization or bylaws or equivalent organizational document of any Borrower PartyRegulations; (ii) violate or require any authorization, approval, consentconsent or other action by, or registration, declaration or filing withwith or notice to, from any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or to regulation of any Governmental Authority; or (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party Purchaser is a party or by which Purchaser or any Borrower Party is boundof its assets or properties are bound or affected. There is no pending or, to the Knowledge best knowledge of the Borrower PartiesPurchaser, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their SubsidiariesAuthorities, involving or seeking to restrain or prevent the consummation of the Transactionstransactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to purchase the Acquired Assets.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties Purchaser do not, and the performance by Purchaser of the Borrower Parties' its obligations hereunder and thereunder and the consummation by the Borrower Parties Purchaser of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: not (i) violate, conflict with with, or constitute a breach or default under any of the certificate terms of incorporation Purchaser's Articles of Incorporation or bylaws or equivalent organizational document of any Borrower PartyBylaws; (ii) violate or require any authorization, approval, consentconsent or other action by, or registration, declaration or filing withwith or notice to, from any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or to regulation of any Governmental Authority; or (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party Purchaser is a party or by which Purchaser or any Borrower Party is boundof its assets or properties are bound or affected. There is no pending or, to the Knowledge best knowledge of the Borrower PartiesPurchaser, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their SubsidiariesAuthorities, involving or seeking to restrain or prevent the consummation of the Transactionstransactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to purchase the Acquired Assets.

Conflicts; Defaults. The Except as set forth on Schedule 4.1(e), neither the execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties do notHeat-N-Glo, and nor the performance of the Borrower Parties' obligations hereunder and thereunder and the consummation by the Borrower Parties Heat-N-Glo of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: (i) violate, conflict with with, or constitute a breach default under, any of the terms of Heat-N-Glo's Articles of Incorporation or default under the certificate of incorporation Heat-N-Glo's By-Laws, or bylaws any provisions of, or equivalent organizational document of any Borrower Party; (ii) require any authorization, approval, consent, registration, declaration or filing with, from or to any Governmental Authority; (iii) violate any Applicable Law; (iv) result in the creation acceleration of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreementsales commitment, notelicense, bondpurchase order, guarantee, deed of trust, loan security agreement, mortgage, licensenote, deed, lien, lease, indentureagreement or instrument, instrumentor any order, judgment or decree, relating to the Business or the assets of Heat-N-Glo, or by which Heat-N-Glo or any of its assets are bound, (ii) result in the creation or imposition of any Liens (as hereinafter defined) in favor of any other individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company or Governmental Authority (as hereinafter defined) (collectively, "Person") upon any assets of Heat-N-Glo, (iii) violate any law, statute, judgment, decree, order, arbitration awardcode, ordinance, rule or regulation (collectively, "Laws") of any foreign, United States, state or local governmental entity or municipality or subdivision thereof or any authority, department, commission, board, bureau, agency, court or instrumentality (collectively, "Governmental Authorities"), (iv) constitute an event which, after notice or lapse of time or otherwise would result in such violation, conflict, default, acceleration, or creation or imposition of Liens (as hereinafter defined), or (v) constitute an event which, after notice of lapse of time or otherwise would create, or cause to be exercisable or enforceable, any option, agreement or right of any kind to purchase any of Heat-N-Glo's assets or any of the HNG Shares. No consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Heatilator following the Closing of any Contract (as hereinafter defined). Heat- N-Glo is not in violation of or in default under its Articles of Incorporation or By-Laws, or any provision of any contract, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, or any order, judgment or decree decree, relating to which any Borrower Party is a party the Business or the assets of Heat-N-Glo, or by which Heat-N-Glo or any Borrower Party of its assets is bound. There is no pending or, or in the payment of any of Heat-N- Glo's monetary obligations or debts and, to the Knowledge knowledge of the Borrower PartiesHeat-N-Glo, threatened actionthere exists no condition or event which, suit, claim, proceeding, inquiry after notice or investigation before lapse of time or by both would result in any Governmental Authority against such violation or affecting any Borrower Party or their Subsidiaries, involving or seeking to restrain or prevent the consummation of the Transactionsdefault.