No Breach or Conflict Sample Clauses

No Breach or Conflict. Neither the execution or delivery of this Agreement, nor the performance by such party of the transactions contemplated herein: (i) if such party is an entity, will breach or conflict with any of the provisions of such party's governing organizational documents; or (ii) to the best of such party's knowledge and belief, will such actions violate or constitute an event of default under any agreement or other instrument to which such party is a party.
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No Breach or Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with, or constitute a default (or an event that with the notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement or other understanding to which the Seller is a party or by which any property or asset of the Seller is bound or affected, or (ii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Seller is subject, or by which any property or asset of the Seller is bound or affected.
No Breach or Conflict. The execution, delivery and performance by Buyer of this Agreement and of the Closing Agreements to which it is or will be a party, and the consummation of the Transactions by Buyer do not conflict with or result in a breach of any provision of the organizational documents of Buyer.
No Breach or Conflict. The sale of the Shares contemplated by this Agreement does not conflict with, or result in a breach of, or a default under, or give rise to a right of acceleration under, any agreement or instrument to which the Seller is a party.
No Breach or Conflict. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements and consummation of the transactions contemplated thereby and by this Agreement will not (a) cause Buyer to breach any Law or Court Order, (b) conflict with or result in a violation of the Certificate of Incorporation or Bylaws of Buyer, or (c) conflict with or result in a material breach of any of the terms, conditions or provisions of any material Contract or material Permit to which Buyer is a party or by which it may be bound, or constitute a default thereunder.
No Breach or Conflict. Subject to the provisions of Sections 4.4(a) and 4.4(b) regarding consents from private parties and Governmental Authorities, and except (i) for the regulatory or licensing Laws applicable to the Acquired Companies and (ii) compliance with the requirements of applicable merger control, antitrust, competition, foreign ownership or investment or similar Laws applicable to the Acquired Companies (collectively, the "Merger Control Laws"), such regulatory and licensing Laws and Merger Control Laws as are identified in Section 4.3 of the EME Disclosure Schedule, the execution and delivery by the Sellers of this Agreement and the Related Agreements and the performance and consummation of the Contemplated Transactions by the Sellers does not and will not:
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No Breach or Conflict. Subject to the receipt of the Material Consents, neither the execution, delivery and performance of this Agreement and the Seller Ancillary Agreements, nor the consummation of the transactions contemplated hereby and thereby, will (a) cause Seller to materially breach any Law or Court Order that is applicable to the Systems, (b) conflict with or result in a violation of Seller’s Certificate of Incorporation or Bylaws, (c) conflict with or result in a breach, termination, cancellation or acceleration (with the giving of notice, the lapse of time, or the happening of any further event or condition) of any right, obligation or benefit of or under (i) any Material Acquired Contract, Franchise or any material Permit used or held for use in the Business or (ii) any Employee Benefit Plan that could result in liability to Buyer, or (d) result in the creation of any Lien (other than a Permitted Lien), or give to others any interest or rights, in or with respect to any of the Acquired Assets.
No Breach or Conflict. Neither the execution of this Agreement by Buyer nor the performance of its obligations hereunder, nor any action by it contemplated by this Agreement, conflicts with, constitutes grounds for termination of, or constitutes a default under or conflicts with the Buyer's certificate of incorporation or bylaws.
No Breach or Conflict. The execution, delivery and performance by each of Buyer and Parent of the Transaction Documents to which it is and the consummation of the transactions contemplated hereby and thereby will not (i) cause Buyer or Parent to violate any law or court order, (ii) conflict with or result in a violation of the Certificate or Articles of Incorporation or Bylaws of Buyer or Parent, or (iii) conflict with or result in a material breach of any of the terms, conditions or provisions of any contract to which Buyer or Parent is a party or by which it may be bound, or constitute a default thereunder, which breach, conflict, default or creation would materially affect Buyer’s or Parent’s ability to perform its obligations under the Transaction Documents to which it is a party.
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