No Conflicts with Other Instruments. The execution and delivery of this Agreement by the Company, and the performance of its obligations hereunder, are not in violation or breach of, and will not conflict with or constitute a default under, the LLC Agreement or any material agreement, contract, commitment or obligation to which the Company is a Party or by which it is bound, and will not conflict with or violate any applicable law, rule, regulation, judgment, order or decree of any governmental agency or court having jurisdiction over the Company or its assets or properties.
No Conflicts with Other Instruments. The execution and delivery of this Agreement by each of Lilly and ICOS, and the performance of their respective obligations hereunder, are not in violation or breach of, and will not conflict with or constitute a default under, the Articles of Incorporation or Bylaws of either Lilly or ICOS, or any material agreement, contract, commitment or obligation to which either Lilly or ICOS is a party or by which it is bound, and will not conflict with or violate any applicable law, rule, regulation, judgment, order or decree of any governmental agency or court having jurisdiction over either Lilly or ICOS or their respective assets or properties.
No Conflicts with Other Instruments. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of the Company's Charter or Bylaws; (ii) any provision of any judgment, decree or order to which the Company is a party or by which it is bound; (iii) any material contract, obligation or commitment to which the Company is a party or which it is bound; or (iv) to the Company's knowledge, any statute, rule or governmental regulation applicable to the Company.
No Conflicts with Other Instruments. Except as set forth in Schedule 4(c) hereto, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which the Company or any of its Subsidiaries is subject or any provision of the Articles of Incorporation or Bylaws of the Company or the Articles of Incorporation or Bylaws of any Subsidiary, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the Company's or any Subsidiary's assets is subject (or result in the imposition of any lien or other encumbrance upon any of the Company's or any Subsidiary's assets).
No Conflicts with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which the Shareholder is subject or any provision of the Articles of Incorporation or Bylaws of the Shareholder, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Shareholder is a party or by which the Shareholder is bound or to which any of the Shares are subject (or result in the imposition of any lien or other encumbrance upon any of the Shares).
No Conflicts with Other Instruments. The execution, delivery and performance of this Agreement will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which the Buyer is subject or any provision of the Certificate of Incorporation or Bylaws of the Buyer, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which the Buyer is bound.
No Conflicts with Other Instruments. Except as set forth in Schedule 3.1(d) hereto, neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency regulatory authority or court to which Seller or the Company, or their respective affiliates is subject, or any provision of the articles or certificate of incorporation, organization or formation or bylaws or operating agreement of Seller or the Company or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Company or Seller is a party or by which the Company or Seller is bound or to which any of the assets of the Company are subject or result in the imposition of any lien or other encumbrance upon any of the assets of the Company or the Shares.
No Conflicts with Other Instruments. Except as set forth in Schedule 3.2(c) hereto, neither the execution and delivery of this Agreement by Buyer, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which Buyer is subject or any provision of the Articles of Incorporation or Bylaws of Buyer, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject (or result in the imposition of any lien or other encumbrance upon any of its assets).
No Conflicts with Other Instruments. No Note Party is in violation or default of any term of its certificate of incorporation or bylaws, or any material agreement or instrument to which it is a party or by which any of its properties is bound, except as disclosed to the Purchasers in the Disclosure Documents prior to the date hereof and Payment Obligations existing on the date hereof. The execution, delivery and performance by each Note Party of each Loan Document to which it is a party will not contravene, result in any breach of, or constitute a default under, result in the creation of any Lien in respect of, or result in the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit license, authorization or approval applicable to, any property of the Company or any Subsidiary under, any offtake agreement, license, indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected. The Company has obtained all consents and waivers necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Note Parties to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause any Note Party to offer or issue any securities of such Note Party as a result of the consummation of the transactions contemplated hereunder.
No Conflicts with Other Instruments. The execution, delivery and performance of this Agreement and the Related Agreements will not result in violation or default of any provision of Avica’s or any of it Subsidiaries’ Articles of Incorporation or bylaws, or of any material mortgage, indenture, contract, agreement, instrument, judgment, order, writ or decree by which it is bound or, to Avica’s knowledge, of any provision of any federal or state statute, rule or regulation applicable to Avica or any of its Subsidiaries, or be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, instrument, judgment, order, writ or decree, or result in the creation of any material mortgage, pledge, lien, charge or encumbrance upon any of the properties or assets of Avica or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the business, operations or any of the assets or properties of Avica or any of its Subsidiaries.
