Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate or conflict with any provision of the Certificate of Incorporation or By-Laws of the Company or any agreement, instrument, judgment, decree, statute or regulation applicable to the Company or any assets or properties of the Company, (ii) violate any material order, writ, injunction, decree, statute rule or regulation applicable to the Company or any material assets or properties of the Company or (iii) except as set forth in the Credit Agreement, dated as of September 2, 1993, as amended, among the Company, the banks signatory thereto, and NBD Bank (formerly, NBD Bank, N.A.), as Agent (the "Credit Agreement") require any material consent, approval, permission or other authorization of or by, or any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in the Company's filings pursuant to the federal securities laws and the rules of the New York Stock Exchange.
Consents, No Conflicts, Etc. Neither Purchaser’s execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor compliance by Purchaser with any of the provisions hereof will (a) violate or conflict with any provisions of any organizational documents of Purchaser, (b) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its assets or properties, (c) require the consent, approval, permission or other authorization of or by or filing or qualification with any court, arbitrator or governmental, administrative, or self-regulatory authority that has not been obtained or (d) violate or conflict with any agreements to which Purchaser is a party.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate, conflict with, result in a breach of, constitute a default under, or result in the creation of any Encumbrances upon the assets of Buyer or any of its subsidiaries pursuant to, any of the terms, conditions or provisions of (1) the Certificate of Formation or Operating Agreement of Buyer or (2) any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement or any other material instrument or obligation to which Buyer or any of its subsidiaries is a party, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its subsidiaries or any of their respective assets or properties, or (iii) require the consent, approval, permission or other authorization of any court, arbitrator or governmental, administrative, or self-regulatory authority or any other person or entity; except for violations, conflicts or defaults which would not, or consents, approvals, permissions or authorizations the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on Buyer and its subsidiaries, taken as a whole, or on the ability of Buyer to consummate the transactions contemplated hereby in accordance with the terms hereof.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Masco of the transactions contemplated by this Agreement nor compliance by Masco with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate or conflict with any provision of the organizational documents of Masco or any agreement, instrument, judgment, decree, statute or regulation applicable to Masco or any assets or properties of Masco, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Masco or any material assets or properties of Masco or (iii) require Masco to obtain any material consent, approval, permission or other authorization of or by, or to make any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in Masco's filings pursuant to the federal securities laws.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Manoogian of the transactions xxxxxxxxated by this Agreement nor compliance by Manoogian with any of the proxxxxxxx xereof will (with or without the giving of notice or the passage of time) at the time of delivery of the Repurchased Stock (i) violate or conflict with any agreement, instrument, judgment or decree applicable to Manoogian or any assets or prxxxxxxxx of Manoogian, (ii) violate any mxxxxxxx xrder, writ, injunction, decree, statute, rule or regulation applicable to Manoogian or any material assxxx xx xxoperties of Manoogian or (iii) require Maxxxxxxx xo obtain any materxxx xxxxxnt, approval, permission or other authorization of or by, or to make any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in Manoogian's filings pursuant xx xxx xxxxral securities laws.
Consents, No Conflicts, Etc. Neither the execution and --------------------------- delivery of this Agreement, the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate, conflict with, result in a breach of, constitute a default under, or result in the creation of any Encumbrances upon the assets of Buyer or any of its subsidiaries pursuant to, any of the terms, conditions or provisions of (1) the certificate of formation of Buyer or (2) any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement or any other material instrument or obligation to which Buyer or any of its subsidiaries is a party, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its subsidiaries or any of their respective assets or properties, or (iii) require the consent, approval, permission or other authorization of any court, arbitrator or governmental, administrative, or self-regulatory authority or any other person or entity; except for violations, conflicts or defaults which would not, or consents, approvals, permissions or authorizations the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on Buyer and its subsidiaries, taken as a whole, or on the ability of Buyer to consummate the transactions contemplated hereby in accordance with the terms hereof
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by IBM of the transactions contemplated hereby, nor compliance by IBM with any of the provisions hereof will (with or without the giving of notice or the passage of time): (i) violate or conflict with any provision of the Articles of Incorporation or By-Laws of IBM, the 1992 Agreement or any agreement, instrument, judgment, decree, statute or regulation applicable to IBM or any assets or properties of IBM; (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to IBM or any assets or properties of IBM; or (iii) require the consent, approval, permission or other authorization of or by, or designation, declaration, filing, registration or qualification with, any court, arbitrator or government, administrative or self-regulatory authority or any other third party whatsoever.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Xxxxx & Xxxxx of the transactions contemplated hereby, nor compliance by Xxxxx & Xxxxx with any of the provisions hereof will (with or without the giving of notice or the passage of time): (i) violate or conflict with any provision of the Certificate of Incorporation or By-Laws of Xxxxx & Xxxxx, the 1992 Agreement or any agreement, instrument, judgment, decree, statute or regulation applicable to Xxxxx & Xxxxx or any assets or properties of Xxxxx & Xxxxx; (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Xxxxx & Xxxxx or any assets or properties of Xxxxx & Xxxxx; (iii) other than the consent of IBM Credit Corporation ("ICC") under that certain credit agreement entitled, "Revolving Loan and Security Agreement" and dated as of October 19, 1995, between ICC and Axiom, require the consent, approval, permission or other authorization of or by, or designation, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever.
Consents, No Conflicts, Etc. Except pursuant to the Members Agreement or the Articles, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, nor compliance with any of the provisions of this Agreement will (with or without the giving of notice or the passage of time) (i) violate, conflict with, result in a breach of, constitute a default under, or result in the creation of any Liens upon the Shares pursuant to any of the terms, conditions or provisions of (x) the certificate of incorporation, bylaws or other organizational documents of Seller, or (y) any note, bond, mortgage, indenture, deed of trust, lease, license, agreement, or any other instrument or obligation to which Seller is a party, or by which Seller or any of its assets or properties may be bound or affected, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any of its assets or properties of which Seller should reasonably have knowledge, or (iii) require the consent, approval, permission or other authorization of or by or qualification with any court, arbitrator or governmental, administrative or self-regulatory authority or any other Person of which Seller should reasonably have knowledge.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, nor compliance with any of the provisions of this Agreement will (with or without the giving of notice or the passage of time) (i) violate, conflict with, result in a breach of, or constitute a default pursuant to any of the terms, conditions or provisions of (x) the memorandum or articles of association of Buyer, or (y) any note, bond, mortgage, indenture, deed of trust, or material lease, license or agreement or any other material instrument or obligation to which Buyer is a party or by which Buyer or any of its assets or properties may be bound or affected, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its assets or properties of which Buyer should reasonably have knowledge or (iii) require the consent, approval, permission or other authorization of or by or filing or qualification with any court, arbitrator or governmental, administrative, or self-regulatory authority or any other person or entity of which Buyer should reasonably have knowledge.
