Common use of No Violation or Approval Clause in Contracts

No Violation or Approval. Neither the execution and delivery of this Agreement by Buyer, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Buyer, or contravene any resolution adopted by the officers, managers, or members of either Buyer; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Buyer may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of Buyer, or that otherwise relates to Buyer; (iv) cause Seller (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Buyer is a party or by which Buyer is bound; or (vi), result in the imposition or creation of any Lien on Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Comstock Mining Inc.), Asset Purchase Agreement (Comstock Mining Inc.)

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No Violation or Approval. Neither 3.4.1 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement by BuyerSeller, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of BuyerSeller or GFD, or contravene any resolution adopted by the officers, managers, or members of either BuyerSeller or GFD; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Buyer Seller or GFD may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer Seller or GFD may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of BuyerGFD, or that otherwise relates to BuyerGFD, or the GFD business; (iv) cause Seller Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Buyer GFD is a party or by which Buyer GFD is bound; or (vi), result in the imposition or creation of any Lien on BuyerGFD, or the GFD business.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Attis Industries Inc.)

No Violation or Approval. Neither Subject to and except as set forth in the Asset Disclosure Schedule, neither the execution and delivery of this Agreement by BuyerSeller, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of BuyerSeller, or contravene any resolution adopted by the officers, managers, or members of either BuyerSeller; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Buyer Seller may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer Seller may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of BuyerSeller, or that otherwise relates to BuyerSeller; (iv) cause Seller Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Buyer Seller is a party or by which Buyer Seller is bound; or (vi), result in the imposition or creation of any Lien on BuyerSeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Comstock Mining Inc.), Asset Purchase Agreement (Comstock Mining Inc.)

No Violation or Approval. Neither 3.4.1 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement by BuyerSeller, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of BuyerOriginal Member, Seller, JVCo, or contravene any resolution adopted by the officers, managers, or members of either BuyerOriginal Member, Seller or JVCo; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Buyer Original Member, Seller or JVCo may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer Original Member, Seller or JVCo may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of BuyerJVCo, or that otherwise relates to BuyerJVCo, the JVCo Assets, or JVCo’s Business; (iv) cause Seller Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Buyer JVCo is a party or by which Buyer JVCo is bound; or (vi), result in the imposition or creation of any Lien on BuyerJVCo, the JVCo Assets, or JVCo’s Business.

Appears in 1 contract

Samples: Securities Purchase Agreement (Attis Industries Inc.)

No Violation or Approval. Neither 3.4.1 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement by BuyerSeller, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of BuyerCCS, or contravene any resolution adopted by the officers, managers, or members of either BuyerCCS; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Buyer Sellers or CCS may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer Sellers or CCS may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of BuyerCCS, or that otherwise relates to BuyerCCS, or the CCS business; (iv) to Sellers’ knowledge, cause Seller Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Buyer CCS is a party or by which Buyer CCS is bound; or (vi), result in the imposition or creation of any Lien on BuyerCCS, or the CCS business.

Appears in 1 contract

Samples: Stock Purchase Agreement (Attis Industries Inc.)

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No Violation or Approval. Neither 3.5.1 Subject to and except as set forth in the Seller Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents by BuyerSellers, nor and the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of BuyerPSIC, or contravene any resolution adopted by the officers, managers, or members of either BuyerPSIC; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Buyer PSIC may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer PSIC may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of BuyerPSIC, or that otherwise relates to BuyerPSIC, or the PSIC Business; (iv) cause Seller Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Buyer PSIC is a party or by which Buyer PSIC is bound; or (vi), result in the imposition or creation of any Lien on BuyerPSIC, or the PSIC Business.

Appears in 1 contract

Samples: Securities Exchange Agreement (Comstock Mining Inc.)

No Violation or Approval. Neither 3.5.1 Subject to and except as set forth in the Seller Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents by BuyerSellers, nor and the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of BuyerMANA, or contravene any resolution adopted by the officers, managers, or members of either BuyerMANA; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Buyer MANA may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer MANA may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of BuyerMANA, or that otherwise relates to BuyerMANA, or the MANA Business; (iv) cause Seller Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Buyer MANA is a party or by which Buyer MANA is bound; or (vi), result in the imposition or creation of any Lien on BuyerMANA, or the MANA Business.

Appears in 1 contract

Samples: Securities Exchange Agreement (Comstock Mining Inc.)

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