Execution, Delivery and Performance Permitted Without Violation Sample Clauses

Execution, Delivery and Performance Permitted Without Violation. The execution, delivery and performance of this Agreement (including the sale of the Seller Shares pursuant to this Agreement) are, and all of the agreements, instruments and documents to be executed and delivered by Buyer pursuant to this Agreement will be, in compliance with, and is not (and will not be), assuming the giving of notice or the passage of time or both, in violation of any law applicable to Buyer or any asset to which Buyer is subject or bound, or any agreement, commitment, order, ruling or proceeding to which Buyer or any asset of Buyer is a party, subject or bound.
Sample 1
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Execution, Delivery and Performance Permitted Without Violation. The execution, delivery and performance of this Agreement (including the sale of the Seller Shares pursuant to this Agreement) are, and all of the agreements, instruments and documents to be executed and delivered by Seller and HSOA pursuant to this Agreement will be, in compliance with, and is not (and will not be), assuming the giving of notice or the passage of time or both, in violation of any law applicable to Seller or HSOA or any asset to which Seller or HSOA is subject or bound, or any agreement, commitment, order, ruling or proceeding to which Seller or HSOA or any asset of Seller or HSOA is a party, subject or bound.
Sample 1
Execution, Delivery and Performance Permitted Without Violation. The execution, delivery and performance of this Agreement by the Company are, and all of the agreements, instruments and documents to be executed and delivered by the Company pursuant to this Agreement will be, in compliance with, and is not (and will not be), assuming the giving of notice or the passage of time or both, in violation of any law applicable to the Company or any asset to which the Company is subject or bound, or any agreement, commitment, order, ruling or proceeding to which the Company or any asset of the Company is a party, subject or bound.
Sample 1
Execution, Delivery and Performance Permitted Without Violation. The execution, delivery and performance of this Agreement is, and of the agreements, instruments and documents to be executed and delivered by LH pursuant to this Agreement will be, in compliance with, and is not (and will not be), assuming the giving of notice or the passage 173 of time or both, in violation of (A) LH's articles of organization or operating agreement, (B) any applicable law to which LH or any of its assets is subject or bound, or (C) any contract, commitment, order, ruling or proceeding to which LH or any of its assets is a party, subject or bound.
Sample 1
Execution, Delivery and Performance Permitted Without Violation. The execution, delivery and performance of this Agreement is, and of the agreements, instruments and documents to be executed and delivered by eMissions pursuant to this Agreement will be in compliance with, and is not (and will not be), assuming the giving of notice or the passage of time or both, in violation of (A) eMissions" articles of incorporation or bylaws as amended or restated, (B) any applicable law to which eMissions or its assets is a party, subject or bound, or (C) any agreement, commitment, order, ruling or proceeding to which eMissions or its assets is a party, subject or bound.
Sample 1

Related to Execution, Delivery and Performance Permitted Without Violation

  • Section 16 Violations To indemnify Indemnitee on account of any proceeding with respect to which final judgment is rendered against Indemnitee for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

  • Continuous Perfection Grantor shall not change its name, identity or corporate structure in any manner which might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of section 9-402(7) of the UCC or any other then applicable provision of the UCC unless Grantor shall have given Lender at least thirty (30) days’ prior written notice thereof and shall have taken all action (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by Lender to amend such financing statement or continuation statement so that it is not seriously misleading.

  • Preservation of Existence and Similar Matters Except as otherwise permitted under Section 9.4., the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

  • Change of Management or Financial Condition Prompt notice of any change in the senior management of the Parent, the Borrower, any Subsidiary or any other Loan Party and any change in the business, assets, liabilities, financial condition, results of operations or business prospects of the Parent, the Borrower, any Subsidiary or any other Loan Party which has had or could reasonably be expected to have a Material Adverse Effect;

  • Actions Permitted without Express Authority The Custodian may in its discretion, without express authority from the Fund:

  • Business Activities; Change of Legal Status and Organizational Documents The Credit Parties shall not: (i) engage in any line of business other than the businesses engaged in on the date hereof and business reasonably related thereto; (ii) change its name, its type of organization, its jurisdictions of organization or other legal structure; or (iii) permit its articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents to be amended or modified in any way which could reasonably be expected to have a Material Adverse Effect.

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

  • Governmental Filings; No Violations; Etc (a) Except for (i) compliance with, and filings under, the HSR Act, (ii) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Schedule TO and, if the Shareholders Meeting is required pursuant to this Agreement, the Proxy Statement, (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, including the filing by Merger Sub of the PA Takeover Notice accompanied by payment of the required filing fee, (iv) the filing with the Department of State of the Commonwealth of Pennsylvania the Articles of Merger, (v) compliance with the applicable requirements of the NYSE MKT, and (vi) compliance with the applicable requirements of any foreign antitrust laws (the items set forth above in clauses (i) through (vi), the “Parent Required Governmental Approvals”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals or authorizations required to be obtained by Parent or Merger Sub from any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub or the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain, as the case may be, is not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impede the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement.

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