No Breach of Law or Governing Document. The Company is not and has not been in default under or in breach or violation of any applicable statute, law, treaty, convention, ordinance, decree, order, injunction, rule, directive, or regulation of any Government (“Law”) or the provisions of any Government permit, franchise, or license, or any provision of its certificate of incorporation or its bylaws. The Company has not received any notice alleging such default, breach or violation. Neither the execution of this Agreement nor the Closing do or will constitute or result in any such default, breach or violation.
No Breach of Law or Governing Document. Except as set forth on Schedule 3.11, the Company is not in default ------------- under or in material breach or violation of any Law or the provisions of any Government permit, franchise, or license, or any provision of its certificate of formation, its operating agreement or any other governing document of the Company which has had or, in so far as can be reasonably foreseen, would have a material and adverse effect on the condition (financial or otherwise), business, properties, liabilities or results of operations of the Company. Except as set forth on Schedule 3.11, the Company ------------- has not received any written notice during the past five (5) years alleging any such material default, breach or violation which has not been finally resolved. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate or conflict with any provisions of the articles of organization, operating agreement or other governing document of the Company, (ii) result in a breach of any of the terms or provisions of, or constitute a violation or default under, or conflict with any Law applicable to the Company or any judgment, decree, order or award of any court, governmental body or arbitrator to which the Company is a party or may be bound, or (iii) except as otherwise expressly disclosed in this Agreement or on any of the Schedules hereto, violate, or be in conflict with, or constitute a default under, or result in the termination of, accelerate the performance required by, or cause the acceleration of the maturity of any material liability or obligation, or result in the creation or imposition of any Lien upon the Interests or the assets of the Company under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, understanding, or other agreement to which the Company is a party (including, without limitation, the Government Contracts and Material Contracts) or to which the Company may be bound or affected or to which the Interests or the assets of the Company may be subject; except, in the case of (ii) and (iii), where such breach, violation, default, conflict, termination, acceleration, creation or imposition would not result in a material liability to the Company or materially impair or hinder the Company's operations after the Closing Date.
No Breach of Law or Governing Document. The Seller is not and has not been in default under or in breach or violation of any applicable statute, law, treaty, convention, ordinance, decree, order, injunction, rule, directive, or regulation of any Government (“Law”) or the provisions of any Government permit, franchise, or license, or any provision of its certificate of incorporation or its bylaws. The Seller has not received any notice alleging such default, breach or violation. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby constitute or will constitute or result in any such default, breach or violation.
No Breach of Law or Governing Document. Neither GAIMCO -------------------------------------- nor CAM is in material default under or in material breach or material violation of any applicable Law or the provisions of any Government permit, franchise, or license, or any provision of its constituent documents. Neither the execution of this Agreement nor the Closing do or will constitute or result in any such default or violation.
No Breach of Law or Governing Document. In connection with the Patentable Property, Seller has complied with and is not in default under or in breach or violation of, (a) any applicable Law of any Government body or (b) any franchise or license. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereunder does or will constitute or result in any such default, breach or violation. No government permits or consents are necessary to effect the transactions contemplated hereby.
No Breach of Law or Governing Document. Each member of the Coast to Coast Corporate Group has complied with and no member of the Coast to Coast Corporate Group is in default under or in breach or violation of, (a) any applicable Law of any Government body (including, without limitation, the Fair Debt Collection Practices Act and any state or local counterpart or equivalent), (b) any franchise or license, or (c) any provision of its articles or certificate of incorporation, certificate of limited partnership, bylaws or limited partnership agreement. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereunder does or will constitute or result in any such default, breach or violation. No government permits or consents are necessary to effect the transactions contemplated hereby
No Breach of Law or Governing Document. No member of the North Shore Affiliated Group is in default under or in violation of, in any material respect, (a) any applicable Law of any Government (including, without limitation, the Fair Debt Collection Practices Act and any state or local counterpart or equivalent), (b) any franchise or license, or (c) any provision of its articles or certificate of incorporation or association or bylaws; provided, however, that the representations contained in clauses (a) and (b) shall be without regard to whether any state license or permit is required, which matter is covered by Section 3.16. Neither the execution of this Agreement nor the completion of the Closing does or will constitute or result in any such default, breach or violation. Except as set forth on Schedule 3.19(a), no member of the North Shore Affiliated Group is required to obtain any Government permits or consents to effect the transactions contemplated hereby. Based upon and in reliance upon the correspondence, dated August 25, 1997 to Richard B. Smith of the Federxx Xxxxx Xxxxxssion (the "FTC Letter") and the related voice mail transcription from Mr. Smith, all attached as Xxxxxxxx 3.19(b), no Ultimate Parent Entity of Sellers, together with all entities it controls, is a $10 million person under the Hart-Scott-Rodino Antitrust Ixxxxxxxxxx Xxx xx 1976, or the rules relating thereto (the "H-S-R"). As used in this Section 3.19, the terms "Ultimate Parent Entity," "control" and "$10 million person" shall be defined by the H-S-R. The factual matters set forth in the FTC Letter are true, complete and correct.
No Breach of Law or Governing Document. To the knowledge of Sellers, and except for matters which would not have a Material Adverse Effect, the Company in connection with the Business is not in default under or in material breach or violation of any Law or the provisions of any Government permit, franchise, or license (except that matters relating to Environmental Law are covered by Section 3.13 rather than by this Section), or any provision of its articles of incorporation or its bylaws. Except as set forth on Schedule 3.11, the Company has not received any written notice during the past two years alleging any such material default, breach or violation which has not been finally resolved. Except as otherwise expressly disclosed in this Agreement, or on any of the Schedules hereto, to the knowledge of Sellers', neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby do or will constitute or result in any material (i) violation or conflict with any provision of the articles of incorporation or bylaws of the Company; (ii) breach of any of the terms or provisions of, or violation or default under, or conflict with any Law applicable to the Company or any judgment, decree, order or award, of any court, governmental body or arbitrator to which the Company is a party or may be bound; or (iii) violation, conflict with, default under, termination of, acceleration of performance required by, or acceleration of the maturity of, any material liability or obligation, creation or imposition of any Lien upon the Shares or the assets of the Company under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, understanding, or other agreement to which the Company is a party or to which the Company may be bound or affected or to which the Shares or the assets of the Company may be subject. 3.12.
No Breach of Law or Governing Document. To the Knowledge of the Sellers, no Seller is in default under or in violation of (a) any applicable Law of any Government (including, without limitation, the Fair Debt Collection Practices Act and any state or local counterpart or equivalent), (b) any franchise or license, or (c) any provision of its articles or certificate of incorporation or association or bylaws. Neither the execution of this Agreement nor the completion of the Closing does or will, to the Knowledge of Sellers, constitute or result in any such default, breach or violation. No Seller is required to obtain any Government permits or consents to effect the transactions contemplated hereby. No Ultimate Parent Entity of Sellers, together with all entities it controls, is a $10 million person under the Hart-Scott-Rodino Antitrust Xxxxxxxxxxx Xxx xf 1976, or the rules relating thereto (the"H-S-R"). As used in this Section 3.19, the terms"Ultimate Parent Entity,""control" and"$10 million person" shall be defined by the H-S-R.
No Breach of Law or Governing Document. Except as set forth in Section 3.10 of the Disclosure Letter, Seller is not in default under or in breach or violation of any Law or the provisions of any material Government permit, franchise or license, or any provision of its certificate of limited partnership or its limited partnership agreement. Except as set forth in Section 3.10 of the Disclosure Letter, Seller has not received any notice alleging such default, breach or violation. Neither the execution of this Agreement nor the Closing does or will constitute or result in any such default, breach or violation.
