No Default; Non-Contravention. Neither the execution and delivery by either of the Sellers of this Agreement or any of the Documents to which either are a party nor the consummation by either of the Sellers of the transactions hereby and thereby contemplated shall (a) constitute any violation or breach of either Seller's certificate of incorporation or by-laws or (b) (i) subject to the receipt of the consents listed on Schedule 3.06, constitute a default under or a breach of, or result in the acceleration of any obligation under, any provision of any contract, lease, mortgage or other instrument to which any Seller or Company is a party or by which it is bound or by which any of the Businesses, Companies or Interests or any of the assets of any Company or CAMP or any of the E/C Assets may be affected; (ii) violate any Governmental Rule directly or indirectly affecting any Seller, CAMP or any Company or any of the Businesses, E/C Assets or Interests; (iii) result in the creation of any Lien on any of the assets of any Company, any of the E/C Assets or on any of the Interests; or (iv) result in the termination of any license, franchise, lease or Permit to which any Seller or Company is a party or by which it is bound.
No Default; Non-Contravention. Neither the execution and delivery of this Agreement and all of the other Documents to which the Buyer is or will be a party nor the consummation of the transactions hereby and thereby contemplated shall (a) constitute a violation or breach of the Certificate of Incorporation or By-laws of the Buyer, (b) except as listed in Schedule 4.03, and subject to the receipt of the consents listed on Schedule 4.04, (i) constitute a default under or a breach of, or result in acceleration of any obligation under, any provision of any contract, lease, mortgage or other instrument to which it is a party or by which any of its assets may be affected or secured, which default, breach or acceleration has not been waived; (ii) violate any Governmental Rule affecting the Buyer or any of its assets; (iii) result in the creation of any Lien on any of the assets or properties of the Buyer; or (iv) result in the termination of any license, franchise, lease or permit to which the Buyer is a party or by which it is bound, except in the case of those items specified in clause (b) above which would not, individually or in the aggregate, limit the ability of the Buyer to consummate the transactions hereby contemplated or have a Material Adverse Effect on the Buyer and its subsidiaries taken as a whole.
No Default; Non-Contravention. The Seller is not in violation of any term of its Certificate of Incorporation or its By-laws. Neither the execution and delivery of this Agreement and all other documents hereby contemplated nor the consummation of the transactions hereby contemplated shall (i) constitute any violation or breach of the Certificate of Incorporation or the By-laws of the Seller; (ii) constitute a default under or a breach of, or result in acceleration of any obligation under, any provision of any contract, lease, mortgage or other instrument to which the Seller or any of its subsidiaries is a party or by which any of their assets may be affected or secured, which default, breach or acceleration has not been waived; (iii) violate any judgment, order, writ, injunction, decree, statute, rule or regulation affecting the Seller or any of its assets; (iv) result in the creation of any Lien on any of the assets or properties of the Seller; or (v) result in the termination of any license, franchise, lease or permit to which the Seller is a party or by which it is bound, except in the case of those items specified in clause (ii), (iii), (iv) or (v) above which would not, individually or in the aggregate, limit the Seller's ability to consummate the transactions hereby contemplated or have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the Seller and its subsidiaries, taken as a whole (a "Seller Material Adverse Effect").
No Default; Non-Contravention. Neither the execution and delivery of this Agreement and all other documents contemplated hereby nor the consummation of the transactions hereby contemplated by the parties will constitute any violation or breach of Z-TEL or either of its subsidiaries, Articles of Incorporation or Bylaws or any provision of any contract, agreement, instrument or order or decree to which any are a party.
No Default; Non-Contravention. Neither the execution and delivery of this Agreement or any other document contemplated hereby nor the consummation of the transactions contemplated herein (a) shall constitute any violation or breach of (i) the Certificate of Incorporation or the bylaws of Trend, (ii) any provision of any contract, agreement, instrument, judicial or administrative order or decree to which Trend is a party or by which any of the Tigris Stock or the Options may be affected or secured, or (iii) any order, writ injunction, decree, statute, rule or regulation applicable to Trend, or (b) shall result in the creation of any mortgages, pledges, liens, security interests, conditional sale agreements, charges, encumbrances or restrictions of any kind or nature on the Tigris Stock or the Options.
No Default; Non-Contravention. Neither the execution and delivery of this Agreement or any other document contemplated hereby nor the consummation of the transactions contemplated hereby (a) shall constitute any violation or breach of (i) the Certificate of Incorporation or the By-Laws of Andrex, (ii) any provision of any contract, agreement, instrument, judicial or administrative order or decree to which Andrex is a party or by which any of the Assets may be affected or secured, or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to the Assets or Andrex; or (b) shall result in the creation of any mortgage, pledge, lien, claim, security interest, conditional sales agreement, rights of a third party, charge, encumbrance or restriction of any kind and nature on any of the Assets.
No Default; Non-Contravention. Neither the execution and delivery of this Agreement or any other document contemplated hereby nor the consummation of the transactions contemplated hereby shall constitute any violation or breach of the Certificate of Incorporation or the By-Laws of Levcor or any provision of any contract, agreement, instrument, judicial or administrative order or decree to which Levcor is a party.
No Default; Non-Contravention. Except as set forth on Schedule 3.3, neither the execution and delivery of this Agreement and all other documents contemplated hereby nor the consummation of the transactions contemplated hereby and thereby (a) will constitute any violation or breach of the Certificate of Incorporation or By-Laws of Franklin or (b) will result in the breach or termination of or give rise to a right of termination of, or accelerate the performance required by, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under (i) any provision of any contract, agreement, instrument, judicial or administrative order or decree to which Franklin is a party and by which the XXX Assets or the XXX Business may be affected or (ii) any order, writ, injunction, decree, statute, rule or regulation applicable to the XXX Assets, the XXX Business or Franklin, in each case, that would limit Franklin's ability to consummate the transactions contemplated by this Agreement, or (c) will result in the creation of any "Lien" on any of the XXX Assets that would limit Franklin's ability to consummate the transactions contemplated by
No Default; Non-Contravention. Neither the execution and delivery of this Agreement and all other documents contemplated hereby nor the consummation of the transactions contemplated hereby and thereby contemplated will constitute any violation or breach of the organizational documents of Xircom or any provision of any contract, agreement, instrument, judicial or administrative order or decree to which Xircom is a party.
No Default; Non-Contravention. Neither the execution and delivery by any of the Sellers, CIPC or any Principal of this Agreement and all of the Documents to which each is a party nor the consummation by each of the transactions hereby and thereby contemplated shall (a) constitute any violation or breach of any Seller's or CIPC's Certificate of Incorporation or By-laws (or, in the case of Capital, its Certificate of Limited Partnership or Agreement of Limited Partnership or, in the case of the Trusts, their respective trust agreements), or (b) except as disclosed in Schedule 5.05, (i) constitute a default under or a breach of, or result in acceleration of any obligation under, any provision of any contract, lease, mortgage or other instrument to which any Seller, any Principal or CIPC or any of its subsidiaries is a party or by which any of the Businesses, any of the CIPC Stock or any of the Assets may be affected or secured, directly or indirectly, which default, breach or acceleration has not been waived; (ii) violate any Governmental Rule directly or indirectly affecting any Seller, any Principal, CIPC, any of the Businesses, any of the CIPC Stock or any of the Assets; (iii) result in the creation of any Lien on any of the Assets or any of the CIPC Stock; or (iv) result in the termination of any license, franchise, lease or Permit to which any Seller, any Principal or CIPC is a party or by which it is bound, except in the case of those items specified in this clause (b) which would not, individually or in the aggregate, limit the ability of any Seller, any Principal or CIPC to consummate the transactions hereby contemplated or have a Material Adverse Effect on such party.
