Common use of No Violation of Laws or Agreements Clause in Contracts

No Violation of Laws or Agreements. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by Seller, will not (a) contravene any provision of Seller's articles of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which Seller is a party or by which it or any of its assets may be bound or affected except as set forth on Schedule 2.10, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon Seller's assets or give to others any interests or rights therein, (d) result in the maturation or acceleration of any liability or obligation of Seller that will not be paid in full by Seller at Closing (or give others the right to cause such a maturation or acceleration), or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any of the Assigned Contracts except as set forth on Schedule 2.10.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amkor Technology Inc), Asset Purchase Agreement (Amkor Technology Inc)

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No Violation of Laws or Agreements. The execution execution, delivery and delivery performance by the Buyer of this Agreement do notand the Ancillary Agreement to which the Buyer is a party thereto, and the consummation by the Buyer of the transactions contemplated by this Agreement hereby and thereby does not and will not, with or without the compliance with giving of notice or the termslapse of time, conditions and provisions of this Agreement by Selleror both, will not (a) contravene any provision of Seller's articles of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which Seller the Buyer is a party or by which it or any of its assets may be bound or affected except as set forth on Schedule 2.10affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, ; (cb) result in the creation or imposition of any lien, charge or encumbrance Encumbrance of any nature whatsoever upon Seller's assets any of the Buyer’s capital stock or give to others any interests or rights therein, ; (dc) result in the maturation or acceleration of any liability or obligation of Seller that will not be paid in full by Seller at Closing the Buyer (or give others the right to cause such a maturation or acceleration), ; or (ed) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any of agreement or contract to which the Assigned Contracts except as set forth on Schedule 2.10Buyer is a party or by which it may be bound.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Emtec Inc/Nj), Share Purchase Agreement (Emtec Inc/Nj)

No Violation of Laws or Agreements. The execution and delivery of this the Agreement do does not, and the execution and delivery of each of the other Transaction Documents will not, and the consummation of the transactions contemplated by this Agreement hereby and thereby and the compliance with the terms, conditions and provisions of this Agreement each of the Transaction Documents by SellerSeller will not, will not (a) contravene any provision of Seller's articles the certificate of incorporation or bylawsbylaws of Seller; (b) conflict violate any provision of any law, rule or regulation or any order, judgment or decree applicable to Seller, (c) with or result in a breach of or constitute a default (or an event which might, with the passage of time or without the giving of notice or the lapse of time, or both, constitute a default) breach of or default under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which Seller is a party or by which it or any of its assets may be bound or affected except as set forth on Schedule 2.10, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, affected; (cd) result in the creation or imposition of any lien, charge or encumbrance Lien upon any of any nature whatsoever upon Seller's assets the Purchased Assets or give to others any interests or rights therein, ; (de) result in the maturation or acceleration of any liability or obligation Assumed Liability of Seller that will not be paid in full by Seller at Closing (or give others the right to cause such a maturation or acceleration), ; or (ef) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any of the Assigned Contracts except as set forth on Schedule 2.10Assumed Contract.

Appears in 1 contract

Samples: Asset Purchase Agreement (8x8 Inc)

No Violation of Laws or Agreements. The execution execution, delivery and delivery performance by such Seller of this Agreement do notand the Ancillary Agreements to which such Seller is a party thereto, and the consummation by such Seller of the transactions contemplated by this Agreement hereby and thereby does not and will not, with or without the compliance with giving of notice or the termslapse of time, conditions and provisions of this Agreement by Selleror both, will not (a) contravene any provision of Seller's articles of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which such Seller is a party or by which it or any of its assets may be bound or affected except as set forth on Schedule 2.10affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, ; (cb) result in the creation or imposition of any lien, charge or encumbrance Encumbrance of any nature whatsoever upon Seller's assets any of the Interests or give to others any interests or rights therein, ; (dc) result in the maturation or acceleration of any liability or obligation of such Seller that will not be paid in full by Seller at Closing (or give others the right to cause such a maturation or acceleration), ; or (ed) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any of the Assigned Contracts except as set forth on Schedule 2.10agreement or contract to which such Seller is a party or by which it may be bound.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emtec Inc/Nj)

No Violation of Laws or Agreements. The execution execution, delivery and delivery performance by the Stockholder of this Agreement do notand the Ancillary Agreement to which the Stockholder is a party thereto, and the consummation by the Stockholder of the transactions contemplated by this Agreement hereby and thereby does not and will not, with or without the compliance with giving of notice or the termslapse of time, conditions and provisions of this Agreement by Selleror both, will not (a) contravene any provision of Seller's articles of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which Seller the Stockholder is a party or by which it he or any of its her assets may be bound or affected except as set forth on Schedule 2.10affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, ; (cb) result in the creation or imposition of any lien, charge or encumbrance Encumbrance of any nature whatsoever upon Seller's assets any of the Stockholder’s Capital Stock or give to others any interests or rights therein, ; (dc) result in the maturation or acceleration of any liability or obligation of Seller that will not be paid in full by Seller at Closing the Stockholder (or give others the right to cause such a maturation or acceleration), ; or (ed) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any of agreement or contract to which the Assigned Contracts except as set forth on Schedule 2.10Stockholder is a party or by which it may be bound.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emtec Inc/Nj)

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No Violation of Laws or Agreements. The execution and delivery of this Agreement and the Related Agreements do not, and the consummation of the transactions contemplated by this Agreement and the Related Agreements and the compliance with the terms, conditions and provisions of this Agreement hereof and thereof by Seller, FOUNDERS and NFRM will not not; (a) contravene any provision of Seller's articles of incorporation or bylawsFOUNDERS; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any other of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which Seller FOUNDERS is a party party, or by which it or any of its assets may be bound or affected except as set forth on Schedule 2.10affected, or any judgment or order (a “Judgment”) of any court or court, any governmental department, commission, board, agency or instrumentality, domestic instrumentality or foreignany arbitrator (each a “Judicial Authority”), or any applicable law, rule or statute, rule, regulation, code or ordinance (a “Law”) of any federal, state or local Government Authority (each a “Government Authority”); (c) result in the creation or imposition of any lienLien upon any of FOUNDERS’s assets, charge or encumbrance of any nature whatsoever upon Seller's assets or give to others any interests or rights therein, ; (d) result in the maturation or acceleration of any liability or obligation of Seller that will not be paid in full by Seller at Closing (FOUNDERS or give others the right to cause such a maturation or acceleration), ; or (e) result in the termination of or loss of any right (right, or give others the right to cause such a termination or loss) , under any of the Assigned Contracts except as set forth on Schedule 2.10agreement or contract to which FOUNDERS is a party or by which it is bound.

Appears in 1 contract

Samples: Stock Purchase and Exchange Agreement

No Violation of Laws or Agreements. The Except to the extent the consents of third parties listed on Schedule 2.23 are required, the execution and delivery of this Agreement and the Related Agreements do not, and the consummation of the transactions contemplated by this Agreement and the Related Agreements and the compliance with the terms, conditions and provisions of this Agreement hereof and thereof by Seller, the Sellers and the Company will not not: (a) contravene any provision of Seller's the articles of incorporation or bylawsbylaws of the Company; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Company or any Seller is a party or by which it any of them or any of its their assets may be bound or affected except as set forth on Schedule 2.10affected, or any judgment or order (a "Judgment") of any court or court, any governmental department, commission, board, agency or instrumentality, domestic instrumentality or foreignany arbitrator (each a "Judicial Authority"), or any applicable law, rule or statute, rule, regulation, code or ordinance (a "Law") of any federal, state or local government authority (each a "Government Authority"); (c) result in the creation or imposition of any lien, charge or encumbrance Lien upon any of any nature whatsoever upon Seller's the assets of the Company or give to others any interests or rights therein, ; (d) result in the maturation or acceleration of any liability or obligation of Seller that will not be paid in full by Seller at Closing (the Company or give others the right to cause such a maturation or acceleration), ; or (e) result in the termination of or loss of any right (right, or give others the right to cause such a termination or loss) , under any of agreement or contract to which the Assigned Contracts except as set forth on Schedule 2.10Company is a party or by which it is bound.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pinnacle Business Management Inc)

No Violation of Laws or Agreements. The execution execution, delivery and delivery performance by each Shareholder of this Agreement do notand the Ancillary Agreements to which such Shareholder is a party thereto, and the consummation by such Shareholder of the transactions contemplated by this Agreement hereby and thereby does not and will not, with or without the compliance with giving of notice or the termslapse of time, conditions and provisions of this Agreement by Selleror both, will not (a) contravene any provision of Seller's articles of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which Seller such Shareholder is a party or by which it or any of its assets may be bound or affected except as set forth on Schedule 2.10affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, ; (cb) result in the creation or imposition of any lien, charge or encumbrance Encumbrance of any nature whatsoever upon Seller's assets any of such Shareholder’s Capital Stock or give to others any interests or rights therein, ; (dc) result in the maturation or acceleration of any liability or obligation of Seller that will not be paid in full by Seller at Closing such Shareholder (or give others the right to cause such a maturation or acceleration), ; or (ed) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any of the Assigned Contracts except as set forth on Schedule 2.10agreement or contract to which such Shareholder is a party or by which it may be bound.

Appears in 1 contract

Samples: Share Purchase Agreement (Emtec Inc/Nj)

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