Common use of Existing Agreements, Governmental Approvals and Permits Clause in Contracts

Existing Agreements, Governmental Approvals and Permits. (a) The execution, delivery and performance of this Agreement and the Other Seller Documents by the Seller and each Member, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets No. 1 to Purchaser No. 1 and Purchased Assets No. 2 to Purchaser No. 2 as contemplated in this Agreement, and the consummation of the other transactions contemplated thereby: (i) do not violate any provisions of law, statute, ordinance or regulation applicable to the Seller, any Member or the Purchased Assets Xx. 0 xxx Xxxxxxxxx Xxxxxx Xx. 0, (xx) (except for any of Sellers secured creditors, if any, whose consents shall be obtained prior to Closing and except as set forth in the Disclosure Schedule), will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both) the Articles of Organization or Operating Agreement of Seller, or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any license, permit, approval, authority, or any order, judgment, arbitration award, or decree to which Seller or any Member is a party or by which Seller or any Member or any of their assets and properties are bound (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectively), and (iii) will not result in the creation of any encumbrance upon any of the properties, assets, or the Business No. 1 or Business No. 2 of Seller or of any Member. Neither the Seller, nor any Member, nor any of their assets or properties (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectively) is subject to any provision of any mortgage, lease, contract, agreement, instrument, license, permit, approval, authority, order, judgment, arbitration award or decree, or to any law, rule, ordinance, or regulation, or any other restriction of any kind or character, which would prevent Seller or any Member from entering into this Agreement or any of the Other Seller Documents or from consummating the transactions contemplated thereby.

Existing Agreements, Governmental Approvals and Permits. (a) The execution, delivery and performance of this Agreement and the Other Seller Documents by the Seller and each MemberSeller, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets No. 1 to Purchaser No. 1 and of the Purchased Assets No. 2 to Purchaser No. 2 as contemplated in this Agreement, and the consummation of the other transactions contemplated thereby: (i) do not violate any provisions of law, statute, ordinance or regulation applicable to the any Seller, any Member Shareholder or the Purchased Assets XxNo. 0 xxx Xxxxxxxxx Xxxxxx 1 and/or Purchased Assetx Xx. 0, (xx) (except for any of Sellers xxxxxx xxx xxx xx Xxxxxxs' secured creditors, if anycreditors set forth in Sections 3.1 and/or 3.2, whose consents consent shall be obtained prior to Closing and except as set forth in the Disclosure Schedule), will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both) the Articles of Organization Incorporation or Bylaws of DataNet, or the Operating Agreement Agreements of SellerDTS, DTP or DP, or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any license, permit, approval, authority, or any order, judgment, arbitration award, or decree to which any Seller or any Member Shareholder is a party or by which any Seller or any Member Shareholder or any of their assets and properties are bound (including, without limitation, the Purchased Assets No. 1 No.1 and/or the Purchased Assets No. 2, respectively), and (iii) will not result in the creation of any encumbrance upon any of the properties, assets, or the Business No. 1 or Business No. 2 of any Seller or of any MemberShareholder. Neither None of the SellerSellers, nor any MemberShareholder, nor any of their assets or properties (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectively) is subject to any provision of any mortgage, lease, contract, agreement, instrument, license, permit, approval, authority, order, judgment, arbitration award or decree, or to any law, rule, ordinance, or regulation, or any other restriction of any kind or character, which would prevent any Seller or any Member Shareholder from entering into this Agreement or any of the Other Seller Documents or from consummating the transactions contemplated thereby.

Existing Agreements, Governmental Approvals and Permits. (a) The execution, delivery and performance of this Agreement and the Other Seller Documents by the Seller and each Member, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets No. 1 to Purchaser No. 1 and Purchased Assets No. 2 to Purchaser No. 2 as contemplated in this Agreement, and the consummation of the other transactions contemplated thereby: (i) do not violate any provisions of law, statute, ordinance or regulation applicable to the Seller, any the Member or the Purchased Assets Xx. 0 xxx Xxxxxxxxx Xxxxxx Xx. 0Assets, (xxii) (except for any of Sellers secured creditors, if anycreditors set forth in Section 3.1, whose consents consent shall be obtained prior to Closing and except as set forth in the Disclosure Schedule), will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both) the Articles of Organization or Operating Agreement of Seller, or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any license, permit, approval, authority, or any order, judgment, arbitration award, or decree to which Seller or any Member is a party or by which Seller or any Member or any of their assets and properties are bound (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectivelyAssets), and (iii) will not result in the creation of any encumbrance upon any of the properties, assets, or the Business No. 1 or Business No. 2 of Seller or of any Member. Neither the Seller, nor any the Member, nor any of their assets or properties (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectivelyAssets) is subject to any provision of any mortgage, lease, contract, agreement, instrument, license, permit, approval, authority, order, judgment, arbitration award or decree, or to any law, rule, ordinance, or regulation, or any other restriction of any kind or character, which would prevent Seller or any Member from entering into this Agreement or any of the Other Seller Documents or from consummating the transactions contemplated thereby.

Existing Agreements, Governmental Approvals and Permits. (a) The execution, delivery and performance of this Agreement and the Other Seller Documents by the Seller and each MemberSeller, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets No. 1 to Purchaser No. 1 and Purchased Assets No. 2 to Purchaser No. 2 as contemplated in this Agreement, and the consummation of the other transactions contemplated thereby: (i) do not violate any provisions of law, statute, ordinance or regulation applicable to the Seller, any Member Shareholder or the Purchased Assets Xx. 0 xxx Xxxxxxxxx Xxxxxx Xx. 0Assets, (xxii) (except for any of Sellers Seller's secured creditors, if anycreditors set forth in Section 3.1, whose consents consent shall be obtained prior to Closing and except as set forth in the Disclosure Schedule), will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both) the Articles of Organization Incorporation or Operating Agreement Bylaws of Seller, Seller or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any license, permit, approval, authority, or any order, judgment, arbitration award, or decree to which Seller or any Member Shareholder is a party or by which Seller or any Member Shareholder or any of their assets and properties are bound (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectivelyAssets), and (iii) will not result in the creation of any encumbrance upon any of the properties, assets, or the Business No. 1 or Business No. 2 of Seller or of any MemberShareholder. Neither the Seller, nor any MemberShareholder, nor any of their assets or properties (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectivelyAssets) is subject to any provision of any mortgage, lease, contract, agreement, instrument, license, permit, approval, authority, order, judgment, arbitration award or decree, or to any law, rule, ordinance, or regulation, or any other restriction of any kind or character, which would prevent Seller or any Member Shareholder from entering into this Agreement or any of the Other Seller Documents or from consummating the transactions contemplated thereby.

Existing Agreements, Governmental Approvals and Permits. (a) The execution, delivery and performance of this Agreement and the Other Seller Documents by the Seller and each MemberSeller, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets No. 1 to Purchaser No. 1 and of the Purchased Assets No. 2 to Purchaser No. 2 as contemplated in this Agreement, and the consummation of the other transactions contemplated thereby: (i) do not violate any provisions of law, statute, ordinance or regulation applicable to the Seller, any Member the Shareholder or the Purchased Assets XxNo. 0 xxx Xxxxxxxxx Xxxxxx Xx1 and/or Purchased Assets No. 02, (xxii) (except for any of Sellers secured creditors, if anySeller's xxxxxxx xxxxxxxxx xxx xxxxx xx Xxxxxxxx 3.1 and/or 3.2, whose consents consent shall be obtained prior to Closing and except as set forth in the Disclosure Schedule), will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both) the Articles of Organization Incorporation or Operating Agreement Bylaws of Seller, Seller or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any license, permit, approval, authority, or any order, judgment, arbitration award, or decree to which Seller or any Member the Shareholder is a party or by which Seller or any Member the Shareholder or any of their assets and properties are bound (including, without limitation, the Purchased Assets No. 1 No.1 and/or the Purchased Assets No. 2, respectively), and (iii) will not result in the creation of any encumbrance upon any of the properties, assets, or the Business No. 1 or Business No. 2 of Seller or of any MemberShareholder. Neither the Seller, nor any MemberShareholder, nor any of their assets or properties (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectively) is subject to any provision of any mortgage, lease, contract, agreement, instrument, license, permit, approval, authority, order, judgment, arbitration award or decree, or to any law, rule, ordinance, or regulation, or any other restriction of any kind or character, which would prevent Seller or any Member the Shareholder from entering into this Agreement or any of the Other Seller Documents or from consummating the transactions contemplated thereby.

Existing Agreements, Governmental Approvals and Permits. (a) The execution, delivery and performance of this Agreement and the Other Seller Documents by the Seller and each MemberSeller, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets No. 1 to Purchaser No. 1 and of the Purchased Assets No. 2 to Purchaser No. 2 as contemplated in this Agreement, and the consummation of the other transactions contemplated thereby: (i) do not violate any provisions of law, statute, ordinance or regulation applicable to the Seller, any Member Shareholder or the Purchased Assets Xx. 0 xxx xxx/xx Xxxxxxxxx Xxxxxx Xx. 0, (xx) (except for any of Sellers Seller's secured creditors, if anycreditors set forth in Sections 3.1 and/or 3.2, whose consents consent shall be obtained prior to Closing and except as set forth in the Disclosure Schedule), will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both) the Articles of Organization Incorporation or Operating Agreement Bylaws of Seller, Seller or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any license, permit, approval, authority, or any order, judgment, arbitration award, or decree to which Seller or any Member Shareholder is a party or by which Seller or any Member Shareholder or any of their assets and properties are bound (including, without limitation, the Purchased Assets No. 1 No.1 and/or the Purchased Assets No. 2, respectively), and (iii) will not result in the creation of any encumbrance upon any of the properties, assets, or the Business No. 1 or Business No. 2 of Seller or of any MemberShareholder. Neither the Seller, nor any MemberShareholder, nor any of their assets or properties (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectively) is subject to any provision of any mortgage, lease, contract, agreement, instrument, license, permit, approval, authority, order, judgment, arbitration award or decree, or to any law, rule, ordinance, or regulation, or any other restriction of any kind or character, which would prevent Seller or any Member Shareholder from entering into this Agreement or any of the Other Seller Documents or from consummating the transactions contemplated thereby.

Existing Agreements, Governmental Approvals and Permits. (a) The execution, delivery and performance of this Agreement and the Other Seller Documents by the Seller and each MemberShareholder, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets No. 1 to Purchaser No. 1 and Purchased Assets No. 2 to Purchaser No. 2 as contemplated in this Agreement, and the consummation of the other transactions contemplated thereby: (i) do not violate any provisions of law, statute, ordinance or regulation applicable to the Seller, any Member Shareholder or the Purchased Assets Xx. 0 xxx Xxxxxxxxx Xxxxxx Xx. 0Assets, (xxii) (except for any of Sellers Seller's secured creditors, if anycreditors set forth in Section 3.1, whose consents consent shall be obtained prior to Closing and except as set forth in the Disclosure Schedule), will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both) the Articles of Organization Incorporation or Operating Agreement Bylaws of Seller, or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any license, permit, approval, authority, or any order, judgment, arbitration award, or decree to which Seller or any Member Shareholder is a party or by which Seller or any Member Shareholder or any of their assets and properties are bound (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectivelyAssets), and (iii) will not result in the creation of any encumbrance upon any of the properties, assets, or the Business No. 1 or Business No. 2 of Seller or of any MemberShareholder. Neither the Seller, nor any MemberShareholder, nor any of their assets or properties (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectivelyAssets) is subject to any provision of any mortgage, lease, contract, agreement, instrument, license, permit, approval, authority, order, judgment, arbitration award or decree, or to any law, rule, ordinance, or regulation, or any other restriction of any kind or character, which would prevent Seller or any Member Shareholder from entering into this Agreement or any of the Other Seller Documents or from consummating the transactions contemplated thereby.. E84

Existing Agreements, Governmental Approvals and Permits. (a) The execution, delivery and performance of this Agreement and the Other Seller Documents by the Seller and each MemberShareholder, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets No. 1 to Purchaser No. 1 and of the Purchased Assets No. 2 to Purchaser No. 2 as contemplated in this Agreement, and the consummation of the other transactions contemplated thereby: (i) do not violate any provisions of law, statute, ordinance or regulation applicable to the Seller, any Member Shareholder or the Purchased Assets XxNo. 0 xxx Xxxxxxxxx 1 and/or Purchasex Xxxxxx Xx. 0, (xx) (except for any of Sellers xxxxxx xxx xxx xx Xxxxxx'x secured creditors, if anycreditors set forth in Sections 3.1 and/or 3.2, whose consents consent shall be obtained prior to Closing and except as set forth in the Disclosure Schedule), will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both) the Articles of Organization Incorporation or Operating Agreement Bylaws of Seller, or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any license, permit, approval, authority, or any order, judgment, arbitration award, or decree to which Seller or any Member Shareholder is a party or by which Seller or any Member Shareholder or any of their assets and properties are bound (including, without limitation, the Purchased Assets No. 1 No.1 and/or the Purchased Assets No. 2, respectively), and (iii) will not result in the creation of any encumbrance upon any of the properties, assets, or the Business No. 1 or Business No. 2 of Seller or of any MemberShareholder. Neither Except as disclosed in the Disclosure Schedules, neither the Seller, nor any MemberShareholder, nor any of their assets or properties (including, without limitation, the Purchased Assets No. 1 and/or the Purchased Assets No. 2, respectively) is subject to any provision of any mortgage, lease, contract, agreement, instrument, license, permit, approval, authority, order, judgment, arbitration award or decree, or to any law, rule, ordinance, or regulation, or any other restriction of any kind or character, which would prevent Seller or any Member Shareholder from entering into this Agreement or any of the Other Seller Documents or from consummating the transactions contemplated thereby.