Common use of No Conflict; Required Consents Clause in Contracts

No Conflict; Required Consents. Except as described on Schedule 5.3, the execution, delivery, and performance by each Seller of this Agreement does not and will not: (i) conflict with or violate any provision of such Seller’s Governing Documents; (ii) violate any provision of any Legal Requirements; (iii) without regard to requirements of notice or lapse of time, conflict with, violate, result in a breach of, constitute a default under, accelerate, or permit the acceleration of the performance required by, any Contract or Encumbrance to which such Seller is a party or by which such Seller or the assets or properties owned or leased by it are bound or affected; (iv) result in the creation or imposition of any Encumbrance against or upon any of the Acquired Assets; or (v) require any consent, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 4 contracts

Samples: Assumption Agreement (Rocky Mountain Chocolate Factory Inc), Asset Purchase Agreement (U-Swirl, Inc.), Asset Purchase Agreement (Rocky Mountain Chocolate Factory Inc)

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No Conflict; Required Consents. Except as described on Schedule 5.3, the execution, delivery, and performance by each Seller of this Agreement does not and will not: (i) conflict with or violate any provision of such Seller’s Governing Documents; (ii) violate any provision of any Legal Requirements; (iii) without regard to requirements of notice or lapse of time, conflict with, violate, result in a breach of, constitute a default under, accelerate, or permit the acceleration of the performance required by, any Contract or Encumbrance to which such Seller is a party or by which such Seller or the assets or properties owned or leased by it are bound or affected; (iv) result in the creation or imposition of any Encumbrance against or upon any of the Acquired Assets; or (v) require any consent, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 2 contracts

Samples: Asset Purchase Agreement (U-Swirl, Inc.), Assumption Agreement (Rocky Mountain Chocolate Factory Inc)

No Conflict; Required Consents. Except as described on Schedule 5.35.4, the execution, delivery, and performance by each Seller of this Agreement does not and will not: (i) conflict with or violate any provision of such Seller’s Governing Documents; (ii) violate any provision of any Legal Requirements; (iii) without regard to requirements of notice or lapse of time, conflict with, violate, result in a breach of, constitute a default under, accelerate, or permit the acceleration of the performance required by, any Contract or Encumbrance to which such Seller is a party or by which such Seller or the assets or properties owned or leased by it are bound or affected; (iv) result in the creation or imposition of any Encumbrance against or upon the Membership Interests or any of the Acquired AssetsNewco’s assets; or (v) require any consent, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Rocky Mountain Chocolate Factory Inc), Membership Interest Purchase Agreement (U-Swirl, Inc.)

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No Conflict; Required Consents. Except as described on Schedule 5.3, the execution, delivery, and performance by each Seller of this Agreement does do not and will not: (i) conflict with or violate any provision of such Seller’s Governing Documents; (ii) violate any provision of any Legal Requirements; (iii) without regard to requirements of notice or lapse of time, conflict with, violate, result in a breach of, constitute a default under, accelerate, or permit the acceleration of the performance required by, any Contract or Encumbrance to which such Seller is a party or by which such Seller or the assets or properties owned or leased by it are bound or affected; (iv) result in the creation or imposition of any Encumbrance against or upon any of the Acquired Assets; or (v) require any consent, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 1 contract

Samples: Assumption Agreement (Rocky Mountain Chocolate Factory Inc)

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