Common use of No Violation; Conflicts Clause in Contracts

No Violation; Conflicts. Except as set forth on Schedule 3.10 hereto, the execution and delivery by the Sellers of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers in connection herewith, the consummation by the Sellers of the transactions contemplated hereby and thereby and the performance by the Sellers of their respective obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of the Corporation, (b) violate or conflict with any law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable to the Corporation, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of the Corporation under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or instrument to which the Corporation is a party or by which the Corporation or any of its assets or properties is bound or affected, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of the Corporation, (e) constitute an event permitting termination of any agreement, license or other right of the Corporation, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party, applicable to the Corporation or any of its properties or assets.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sonic Automotive Inc), Stock Purchase Agreement (Sonic Automotive Inc)

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No Violation; Conflicts. Except as set forth on Schedule 3.10 hereto, the execution and delivery by the Sellers Companies of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers Companies in connection herewith, the consummation by the Sellers Companies of the transactions contemplated hereby and thereby and the performance by the Sellers Companies of their respective obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws Bylaws of the CorporationCorporation or the Agreement of Limited Partnership of the Partnership, (b) violate or conflict with any law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable to either of the CorporationCompanies, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of either of the Corporation Companies under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or instrument to which either of the Corporation Companies is a party or by which either of the Corporation Companies or any of its assets or properties is bound or affected, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of either of the CorporationCompanies, (e) constitute an event permitting termination of any agreement, license or other right of either of the CorporationCompanies, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party, applicable to either of the Corporation Companies or any of its properties or assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sonic Automotive Inc)

No Violation; Conflicts. Except as set forth on Schedule 3.10 hereto, the execution and delivery by the Sellers of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers in connection herewith, the consummation by the Sellers of the transactions contemplated hereby and thereby and the performance by the Sellers of their respective obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of the CorporationCompany, (b) violate or conflict with any law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable to the CorporationCompany, (c) provided that the transactions contemplated hereby and (to the extent required in Sections 7.15 and 8.8) by the Manhattan Real Property Purchase Agreements are consummated, violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of the Corporation Company under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or instrument to which the Corporation Company is a party or by which the Corporation Company or any of its assets or properties is bound or affected, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of the CorporationCompany, (e) constitute an event permitting termination of any agreement, license or other right of the CorporationCompany, or (f) except as specifically contemplated hereby, require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party, applicable to the Corporation Company or any of its properties or assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sonic Automotive Inc)

No Violation; Conflicts. Except as set forth on Schedule 3.10 hereto, the execution and delivery by the Sellers and the Company of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers in connection herewith, the consummation by the Sellers of the transactions contemplated hereby and thereby and the performance by the Sellers of their respective obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of the CorporationCompany, (b) violate or conflict with any law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable to the CorporationCompany, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of the Corporation Company under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or instrument to which the Corporation Company is a party or by which the Corporation Company or any of its assets or properties is bound or affected, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of the CorporationCompany, (e) constitute an event permitting termination of any material agreement, license or other right of the CorporationCompany, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party, applicable to the Corporation Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonic Automotive Inc)

No Violation; Conflicts. Except as set forth on Schedule 3.10 hereto, the execution and delivery by the Sellers Seller of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers Seller in connection herewith, the consummation by the Sellers Seller of the transactions contemplated hereby and thereby and the performance by the Sellers Seller of their respective his obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of the Corporation, (b) violate or conflict with any law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable to the Corporation, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of the Corporation under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or instrument to which the Corporation is a party or by which the Corporation or any of its assets or properties is bound or affected, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of the Corporation, (e) constitute an event permitting termination of any agreement, license or other right of the Corporation, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party, applicable to the Corporation or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonic Automotive Inc)

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No Violation; Conflicts. Except as set forth on Schedule 3.10 hereto, the execution and delivery by the Sellers Seller of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers Seller in connection herewith, the consummation by the Sellers Seller of the transactions contemplated hereby and thereby and the performance by the Sellers Seller of their respective his obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of the Corporation, (b) violate or conflict with any law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable to the Corporation, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of the Corporation under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Corporation is a party or by which the Corporation or any of its assets or properties is bound or affected, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of the Corporation, (e) constitute an event permitting termination of any agreement, license or other right of the Corporation, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party, applicable to the Corporation or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonic Automotive Inc)

No Violation; Conflicts. Except as set forth on Schedule 3.10 hereto, the execution and delivery by the Sellers Seller of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers Seller in connection herewith, the consummation by the Sellers Seller of the transactions contemplated hereby and thereby and the performance by the Sellers Seller of their respective his obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of any of the CorporationCompanies, (b) violate or conflict with any law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable to any of the CorporationCompanies, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of any of the Corporation Companies under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or instrument to which any of the Corporation Companies is a party or by which any of the Corporation Companies or any of its assets or properties is bound or affected, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of any of the CorporationCompanies, (e) constitute an event permitting termination of any agreement, license or other right of any of the CorporationCompanies, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party, applicable to any of the Corporation Companies or any of its properties or assets.

Appears in 1 contract

Samples: Agreement (Sonic Automotive Inc)

No Violation; Conflicts. Except as set forth on Schedule 3.10 ----------------------- ------------- hereto, the execution and delivery by the Sellers Seller of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers Seller in connection herewith, the consummation by the Sellers Seller of the transactions contemplated hereby and thereby and the performance by the Sellers Seller of their respective its obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of the CorporationCompany, or the trust agreement of the Seller, (b) violate or conflict with any domestic law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable material to the CorporationCompany, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of the Corporation Company under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or instrument Material Agreement (as defined in Section 3.29) to which the Corporation Company is a party or by which the Corporation Company or any of its assets or properties is bound or affectedbound, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of the CorporationCompany, (e) constitute an event permitting termination of any agreement, license or other right Material Agreement of the CorporationCompany, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third partyparty with respect to a Material Agreement, in each case, applicable to the Corporation Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonic Automotive Inc)

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