Common use of No Conflicts or Defaults Clause in Contracts

No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its articles of incorporation or bylaws, or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit or license to which it is a party or by which it is bound, or any judgment, order or decree, or any law, rule or regulation to which it is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of the Buyer, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer is a party, or (iv) result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Bright Mountain Media, Inc.), Membership Interest Purchase Agreement (Bright Mountain Media, Inc.), Membership Interest Purchase Agreement (Bright Mountain Media, Inc.)

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No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its articles Amended and Restated Certificate of incorporation Incorporation or bylawsBylaws, or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit permit or license to which it is a party or by which it is bound, or any judgment, order or decree, or any law, rule or regulation to which it is subject, (ii) result in the creation of, or give any party the right to create, any Lien lien upon any assets or properties of the BuyerCompany, or (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer Company is a party, or (iv) result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Stock Purchase Agreement (CQENS Technologies Inc.), Form of Stock Purchase Agreement (CQENS Technologies Inc.), Form of Stock Purchase Agreement (CQENS Technologies Inc.)

No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer and AGT and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its articles the Articles of incorporation Incorporation or bylawsBylaws of Buyer or AGT, or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit permit or license to which it Buyer or AGT is a party or by which it Buyer or AGT is bound, or any judgment, order or decree, or any law, rule or regulation to which it Buyer or AGT is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of the BuyerBuyer or AGT, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer or AGT is a party, or (iv) result in a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (America Greener Technologies, Inc.)

No Conflicts or Defaults. The Except as set forth on the Buyer’s Schedule, the execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its articles the Certificate of incorporation Incorporation or bylaws, Bylaws of Buyer or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit permit or license to which it Buyer is a party or by which it Buyer is bound, or any judgment, order or decree, or any law, rule or regulation to which it Buyer is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of the Buyer, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer is a party, or (iv) result in a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Registration Rights Agreement (Bidville Inc)

No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its the articles of incorporation or bylaws, bylaws of Buyer or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit permit or license to which it Buyer is a party or by which it Buyer is bound, or any judgment, order or decree, or any law, rule or regulation to which it Buyer is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of the Buyer, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer is a party, or (iv) result in a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mmax Media, Inc.)

No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its articles certificate of incorporation or bylaws, or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit or license to which it is a party or by which it is bound, or any judgment, order or decree, or any law, rule or regulation to which it is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of the Buyer, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer is a party, or (iv) result in a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (SOCIAL REALITY, Inc.)

No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer Seller and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its articles of incorporation or bylaws, or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit permit or license to which it the Seller is a party or by which it is the Seller or the Purchased Assets are bound, or any judgment, order or decree, or any law, rule or regulation to which it the Seller is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of the BuyerPurchased Assets, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer is a partyPurchased Assets, or (iv) result in have a Material Adverse EffectEffect on the Purchased Assets or consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (SOCIAL REALITY, Inc.)

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No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer Seller and the consummation of the transactions contemplated hereby do hereby, does not and shall not (a) contravene its articles the Articles or Certificate of incorporation Incorporation or bylaws, By-Laws of Seller or (b) with or without the giving of notice or the passage of time time, (i) violate, materially violate or conflict with, or result in a material breach of, or a material default or loss of rights under, any covenantagreement, agreementlease, mortgage, indenture, lease, instrument, Permit or license to which it is a party or by which it is boundauthorization, or any judgment, order or order, decree, or any law, rule or regulation to which it is any of the Acquired Assets are subject, (ii) result in the creation of, or give any party the right to create, any Lien upon lien, charge, encumbrance or any assets other right or properties adverse interest on or with respect to any of the Buyer, Acquired Assets or (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, perform any material agreement, arrangement or commitment relating to which the Buyer Seller is a party, or (iv) result party and which is included in a Material Adverse Effectthe Acquired Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Unilens Vision Inc)

No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its articles the Certificate of incorporation Incorporation or bylaws, Bylaws of Buyer or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit permit or license to which it Buyer is a party or by which it Buyer is bound, or any judgment, order or decree, or any law, rule or regulation to which it Buyer is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of the Buyer, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer is a party, or (iv) result in a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Investco Inc)

No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer Purchaser and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its articles certificate of incorporation or bylaws, or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit permit or license to which it is a party or by which it is bound, or any judgment, order or decree, or any lawLaw, rule or regulation to which it is subject, (ii) result in the creation of, or give any party Person the right to create, any Lien upon any assets or properties of the BuyerPurchaser, (iii) terminate or give any party Person the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer Purchaser is a partyPerson, or (iv) result in a Material Adverse Effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Artemis Therapeutics, Inc.)

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