No Default or Consents. Neither the execution and delivery of this Agreement nor the carrying out of the Transactions will: (a) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents of Buyer; (b) violate any Legal Requirements applicable to Buyer; (c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to Buyer; (d) result in the creation of any Lien on any properties of Buyer; or (e) require Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 4 contracts
Sources: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc)
No Default or Consents. Neither the execution and delivery of this Agreement nor the carrying out of the Transactions transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents Buyer's articles of incorporation or bylaws;
(ii) violate any Legal requirements applicable to the Buyer;
(b) violate any Legal Requirements applicable to Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on the shares of capital stock or any properties Property of the Buyer; or
(ev) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental nongovernmental third party or any Governmental Authority.
Appears in 1 contract
Sources: Stock Purchase and Subscription Agreement (Neff Corp)
No Default or Consents. Neither the execution and delivery of this Agreement nor the carrying out of the Transactions transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents of Buyer's charter or bylaws;
(b) violate any Legal Requirements applicable to Buyer;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any material Contract or Permit binding upon or applicable to Buyer;
(d) result in the creation of any material Lien on any properties of Buyer; or
(e) require Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Neither the execution and delivery of this Agreement nor the carrying out of the Transactions transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions conditions, or provisions of the Organizational Documents Buyer’s certificate of Buyerformation or limited liability company agreement;
(b) violate any Legal Requirements applicable to Buyer;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to Buyer;
(d) result in the creation of any Lien lien, charge, or other encumbrance on any properties property of Buyer; or
(e) require Buyer to obtain or make any waiver, consent, action, approval approval, or authorization of, or registration, declaration, notice notice, or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 1 contract
Sources: Asset Purchase Agreement (Smith & Wesson Holding Corp)
No Default or Consents. Neither the The execution and delivery of this Agreement nor and the carrying out of the Transactions willtransactions contemplated hereby will not:
(ai) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents Buyer's Articles of BuyerIncorporation or bylaws;
(bii) violate any Legal Requirements applicable to Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on any properties property of Buyer; or
(ev) require Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Neither the execution and delivery of this Agreement nor the carrying out of the Transactions transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents of Buyer's organizational documents;
(b) violate any Legal Requirements applicable to Buyer;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to Buyer;
(d) result in the creation of any Lien lien, charge or other encumbrance on any properties property of Buyer; or
(e) require Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Neither the The execution and delivery of this Agreement nor and the carrying out of the Transactions willtransactions contemplated hereby will not:
(ai) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents Buyer’s Articles of BuyerIncorporation or bylaws;
(bii) violate any Legal Requirements applicable to Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to Buyer;
(d) result in the creation of any Lien on any properties of Buyer; or
(eiv) require Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 1 contract
Sources: Stock Purchase Agreement (Empire Financial Holding Co)
No Default or Consents. Neither the execution and delivery of this Agreement nor the carrying out of the Transactions transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents of Buyer’s charter or bylaws;
(b) violate any Legal Requirements applicable to Buyer;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any material Contract or Permit binding upon or applicable to Buyer;
(d) result in the creation of any material Lien on any properties of Buyer; or
(e) require Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority, other than as may be required pursuant to the HSR Act.
Appears in 1 contract
No Default or Consents. Neither the execution and delivery of this Agreement nor the carrying out of the Transactions transactions contemplated hereby by Buyer will:
(ai) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents of Buyer's limited partnership agreement or certificate;
(bii) violate any Legal Requirements applicable to Buyer;; 7
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on the shares of capital stock or any properties property of Buyer; or
(ev) require Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Neither the The execution and delivery of this Agreement nor and the carrying out of the Transactions willtransactions contemplated hereby will not:
(ai) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents Buyer's Articles of BuyerIncorporation or bylaws;
(bii) violate any Legal Requirements applicable to Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to Buyer;
(d) result in the creation of any Lien on any properties of Buyer; or
(eiv) require Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
Appears in 1 contract
Sources: Asset Purchase Agreement (Empire Financial Holding Co)