No Conflicts; Enforceability Clause Samples
No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any agreement or other instrument binding on Seller or any applicable order, writ, injunction or decree of any court or Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, except in the case of subsection (c) above, for any such breaches, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Related Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.
No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser (a) is not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles of Organization or Bylaws of Purchaser, (b) does not require on the part Purchaser any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Purchaser or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Purchaser is a party or by which Purchaser is bound or to which any of its assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the Closing. This Agreement and the Other Agreements have been duly executed and delivered by Purchaser, and constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.
No Conflicts; Enforceability. The execution, delivery and performance of this Agreement by each Party is not and shall not be prohibited or limited by, and will not result in the breach of or a default under: (i) the Articles of Incorporation or Bylaws or the constituent documents of any Party and/or its Affiliates; (ii) the Intellectual Property; (iii) any binding agreement or instrument; or (iv) any applicable order, Law, writ, injunction or decree of any court or Governmental Authority. This Agreement has been duly executed and delivered by each Party, and constitutes, the legal, valid and binding obligations of each Party and its Affiliates, enforceable against each Party and its Affiliates in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally.
No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the BSAA Agreement by Seller (1) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate of incorporation or bylaws of Seller, (2) do not conflict with any Law applicable to Seller, and (3) do not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Seller or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its Assets is subject. This Agreement and the BSAA Agreement have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.
No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Transactional Agreements by Purchaser is not prohibited or limited by, and will not result in the breach of or a default under (i) the Articles of Incorporation, Bylaws or other similar organizational documents of Purchaser or any of its Affiliates, (ii) any agreement or instrument binding on Purchaser or any of its Affiliates or (iii) any applicable order, Legal Requirement, writ, injunction or decree of any court or governmental instrumentality applicable to Purchaser or its Affiliates. This Agreement and the Transactional Agreements have been duly executed and delivered by Purchaser, and constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser, as applicable, in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.
No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Reliant is not prohibited or limited by, and will not result in the breach of or a default (i) under, any provision of the Certificate of Incorporation or Bylaws of Reliant, (ii) of any applicable Law, order, judgment, writ, injunction or decree of any court or Governmental Authority, or (iii) under, or impair Reliant’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Security Interest on, any of the Acquired Assets. This Agreement and the Other Agreements have been duly executed and delivered by Reliant and constitute, the valid and binding obligations of Reliant, legally enforceable against Reliant in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally.
No Conflicts; Enforceability. The signing, delivery and performance of this Agreement and the Other Agreements by Oscient is not prohibited or limited by, and will not result in the breach of or a default under, any provision of the organization documents or other formation documents of Oscient, or of any material agreement or instrument binding on Oscient, or of any applicable order, writ, injunction or decree of any court or governmental instrumentality, except for such prohibition, limitation or default which would not prevent consummation by Oscient of the transactions contemplated hereby. This Agreement and the Other Agreements have been duly executed and delivered by Oscient and constitute the valid and binding obligations of Oscient, legally enforceable against Oscient in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally.
No Conflicts; Enforceability. Except for filings required under ---------------------------- the applicable requirements of the 1934 Act, (A) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other person is necessary for the execution of this Agreement by Merger Subsidiary and the consummation by it of the transactions contemplated hereby, and (B) the execution and delivery of this Agreement by Merger Subsidiary, the consummation by it of the transactions contemplated hereby and its compliance with the terms hereof will not conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, any limited liability company agreement, or any other agreement to which it is a party, including any voting agreement, stockholders agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license, or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Merger Subsidiary or to its property or assets.
No Conflicts; Enforceability. The signing, delivery and performance of this Agreement by Parent is not prohibited or limited by, and will not result in the breach of or a default under, any provision of the organization documents or other formation documents of Parent, or of any material agreement or instrument binding on Parent, or of any applicable order, writ, injunction or decree of any court or governmental instrumentality, except for such prohibition, limitation or default which would not prevent consummation by Parent of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and constitutes the valid and binding obligation of Parent, legally enforceable against Parent in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally.
No Conflicts; Enforceability. (a) The execution, delivery and performance of this Agreement by Buyer and Parent and the Other Agreements to which Buyer or Parent is a party by Buyer or Parent (i) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate or articles of incorporation or bylaws of Buyer or Parent, (ii) conflict with any Law applicable to Buyer or Parent, and (iii) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, any material agreement binding on Buyer or Parent or any applicable order, writ, injunction or decree of any Regulatory Authority to which Buyer or Parent is a party or by which Buyer or Parent is bound.
(b) The execution, delivery and performance of this Agreement and the Other Agreements by Buyer or Parent and the consummation of the Transactions by Buyer do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Regulatory Authority, except (i) the filing of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign or state securities or blue sky Laws, including, without limitation, filings received under the Exchange Act or Securities Act and (iii) any material consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to materially delay or impair or prevent, consummation of the Transactions.