Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. The execution, delivery and performance by each Buyer of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Buyers of the transactions contemplated hereby and thereby do not and will not (a) violate, conflict with or result in a breach by either Buyer of its organizational documents, (b) violate, conflict with or result in a breach of, or constitute a default by either Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) in any material respect under, or give rise to any payment or other penalty or any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of Buyers under, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Buyers or any of their properties may be bound, (c) violate or result in a breach in any material respect of any Governmental Order or Law applicable to Buyers or any of their properties or (d) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority or other Person.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Schulman a Inc), Asset Purchase Agreement (Ferro Corp)

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No Approvals or Conflicts. The execution, Neither the execution and delivery and performance by each the Buyer of this Agreement and the Ancillary Agreements to which it is a party and nor the consummation by Buyers the Buyer of the transactions contemplated hereby and thereby do not and Stock Sale will not (a) violate, conflict with or result in a the breach by either Buyer of its organizational documentsany provision of the certificate of incorporation or by-laws of the Buyer, (b) violate, conflict with or result in a breach of any provision of, or constitute a default by either Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) in any material respect under, or give rise to any payment result in the termination or other penalty cancellation of, or any right of termination, cancellation or acceleration underaccelerate the performance required by, or result in the creation of any Encumbrance Lien upon any of the properties of Buyers under, or require any notice, consent or waiver the Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which Buyers the Buyer or any of their its properties may be boundbound or affected, (c) violate any order, writ, injunction, decree, judgment, ruling, law, rule or result in a breach in any material respect regulation of any Governmental Order court or Law governmental authority, domestic or foreign, applicable to Buyers the Buyer or any of their properties its properties, or (d) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authority governmental or regulatory authority in connection with the execution, delivery and performance of this Agreement by the Buyer other Personthan those that, in the case of clauses (b), (c) and (d) above, are not likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Universal Compression Inc), Stock Purchase Agreement (Universal Compression Holdings Inc)

No Approvals or Conflicts. The execution, Neither the execution and delivery and performance by each the Buyer of this Agreement and the Ancillary Agreements to which it is a party and nor the consummation by Buyers the Buyer of the transactions contemplated hereby and thereby do not and Stock Sale will not (a) violate, conflict with or result in a the breach by either Buyer of its organizational documentsany provision of the certificate of incorporation or by-laws of the Buyer, (b) violate, conflict with or result in a breach of any provision of, or constitute a default by either Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) in any material respect underorder, or give rise to any payment result in the termination or other penalty cancellation of, or any right of termination, cancellation or acceleration underaccelerate the performance required by, or result in the creation of any Encumbrance Lien upon any of the properties of Buyers under, or require any notice, consent or waiver the Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which Buyers the Buyer or any of their its properties may be boundbound or affected, or (c) violate any order, writ, injunction, decree, judgment, ruling, law, rule or result in a breach in any material respect regulation of any Governmental Order or Law Body, applicable to Buyers the Buyer or any of their properties its properties, or (d) those that have already been obtained, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authority Body in connection with the execution, delivery and performance of this Agreement by the Buyer other than those that, in the case of clauses (b), (c) and (d) above, are not likely to have a material adverse effect on the business, operations, results of operations, assets, or other Personfinancial condition of the Buyer, or a material adverse effect on the ability of the Buyer to consummate the Stock Sale.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chembio Diagnostics, Inc.)

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No Approvals or Conflicts. The execution, Neither the execution and delivery and performance by each the Buyer of this Agreement and the Ancillary Agreements to which it is a party and nor the consummation by Buyers the Buyer of the transactions contemplated hereby Stock and thereby do not and Asset Sale will not (a) violate, conflict with or result in a the breach by either Buyer of its organizational documentsany provision of the certificate of incorporation or by-laws of the Buyer, (b) violate, conflict with or result in a breach of any provision of, or constitute a default by either Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) in any material respect under, or give rise to any payment result in the termination or other penalty cancellation of, or any right of termination, cancellation or acceleration underaccelerate the performance required by, or result in the creation of any Encumbrance Lien upon any of the properties of Buyers under, or require any notice, consent or waiver the Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which Buyers the Buyer or any of their its properties may be boundbound or affected, (c) violate any order, writ, injunction, decree, judgment, ruling, law, rule or result in a breach in any material respect regulation of any Governmental Order court or Law governmental authority, domestic or foreign, applicable to Buyers the Buyer or any of their properties its properties, or (d) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authority governmental or regulatory authority in connection with the execution, delivery and performance of this Agreement by the Buyer other Personthan those that, in the case of clauses (b), (c) and (d) above, are not likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Piccadilly Cafeterias Inc)

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