Common use of No Violation Clause in Contracts

No Violation. Neither the execution, delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Wj Communications Inc), Asset Purchase Agreement (Popmail Com Inc), Asset Purchase Agreement (Hpil Holding)

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No Violation. Neither Except as set forth in Section 4.4 of the execution Parent Disclosure Schedule, neither the execution and delivery and performance of this Agreement by Parent and Purchaser nor the consummation by Parent and Purchaser of all the transactions contemplated hereby will (a) conflict with or violate the Certificate of Incorporation or By-Laws of Purchaser or the Limited Liability Company Agreement of Parent, (b) result in a violation or breach of, constitute a default (with or without notice or lapse of time, or both) under, give rise to any night of termination, cancellation or acceleration of, or result in the imposition of any lien, charge or other agreements encumbrance on any assets or property of either of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license or other instrument or obligation to which either of parent or Purchaser is a party or by which either of Parent or Purchaser or any of their respective assets or properties are bound, except for such violations, breaches and instruments to be executed and delivered pursuant hereto defaults (or rights of termination, nor cancellation or acceleration or lien or other charge or encumbrance) that would not have a Material Adverse Effect on either of Parent or Purchaser or prevent the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 4.3 and this Section 4.4 are duly and timely obtained or made, violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity Regulation applicable to Buyer either of Parent or by which Purchaser or any of its properties their respective assets or assets may be bound properties, except for such violations which would not in the aggregate have a Material Adverse Effect on either of Parent or Purchaser or prevent the consummation of the transactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Brining David R), Agreement and Plan of Merger (Kci Acquisition Corp), Valley Forge Corp

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, will violate or result in any breach provision of the terms, conditions or provisions of the Certificate Articles of Incorporation or Bylaws By-Laws of Buyer IVP, (b) or, violate, or be in conflict with or result in a violation or breach of with, or constitute a default or require consent of any Person (or give rise to any right an event which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, any or result in the termination of, or accelerate the performance required by, or cause the acceleration of the terms, conditions or provisions maturity of any notice debt or obligation pursuant to, bond or result in the creation or imposition of any security interest, mortgage, indenture, license, franchise, permit, agreement, lease lien or other instrument encumbrance upon any property or obligation assets of IVP under, any agreement or commitment to which Buyer IVP is a party or by which Buyer or any of its properties or assets may be IVP is bound, or (c) to which the property of IVP is subject, or violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction regulation or decree rule of any Governmental Entity applicable to Buyer court or by which any of its properties or assets may be bound governmental authority.

Appears in 4 contracts

Samples: Articles of Incorporation (Ivp Technology Corp), Ivp Technology Corp, Ivp Technology Corp

No Violation. Neither None of the execution, delivery and or performance of this Agreement the Agreement, the documents required pursuant thereto and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby and thereby does or thereby, will, with or without the passage giving of time or the delivery notice, lapse of notice time, or both, ( a i) contravene, violate, conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person ( under or give rise to others any right of termination, cancellation or acceleration amendment of (A) under the organizational documents, including the charters and bylaws, if any, of Purchaser, (B) any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease document or other instrument or obligation to which Buyer Purchaser is a party or by which Buyer Purchaser or any of its assets or properties are bound or assets may be bound (C) any applicable law, or (c) violate term or provision of any statute, ordinance or law or any rule, regulation judgment, order, writ, injunction injunction, or decree of any Governmental Entity applicable to Buyer governmental or regulatory authority, which is binding on Purchaser or by which Purchaser or any of its respective assets or properties are bound or subject or (ii) result in the creation of any Lien upon the property or any other assets may be bound of Purchaser.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)

No Violation. Neither the The execution, delivery and performance by Seller of this Agreement does not, and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation by Seller of the transactions contemplated hereby will not, (i) violate or thereby conflict with any provision of Seller’s organizational documents; (ii) violate any provision of any Laws of or by any Governmental or Regulatory Entity applicable to Seller or any of its properties or assets; or (iii) violate, will conflict with, result in a breach of or the loss of any benefit under, constitute (with due notice or without the passage lapse of time or the delivery of notice or both ) a default under, (a) conflict with, violate or result in any breach the termination of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination termination or cancellation under, cancellation accelerate the performance required by or acceleration) rights or obligations under, any of the terms, conditions or provisions of any notice contract, note, bond, lease, loan agreement, mortgage , security agreement, indenture, deed or trust, license, franchise, permit, agreement, lease agreement or other instrument or obligation to which Buyer Seller or any of its affiliates is a party or by which Buyer it or any of its properties affiliates is bound or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or its affiliates’ properties, assets may or business is subject, except with respect to clauses (ii) and (iii) for such violations, conflicts or breaches that, individually or in the aggregate, would not reasonably be bound expected to materially impair the ability of the Seller to consummate the transactions contemplated hereby.

Appears in 4 contracts

Samples: Repurchase Agreement (Central Pacific Financial Corp), Repurchase Agreement (Central Pacific Financial Corp), Repurchase Agreement (Central Pacific Financial Corp)

No Violation. Neither the The execution, delivery and or performance by the Buyer of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, ( a i) conflict with, violate or result in will not contravene any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent provision of any Person ( law, statute, rule or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer regulation or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable court or governmental instrumentality binding on the Buyer, (ii) will not conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default in respect of the terms of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement, contract or instrument to which the Buyer is a party or by which any of its respective properties or assets is bound or to which it may be bound subject.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Morgan Gary D), Tremaine Trading Co, Win Gate Equity Group Inc

No Violation. Neither the execution, execution and delivery and performance of this Agreement by Buyer and the performance by Buyer of all the other agreements and instruments to be executed and delivered pursuant hereto, its obligations hereunder nor the consummation by Buyer of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will (a) violate, conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate or Articles of Incorporation or Bylaws of Buyer, (b) violate, conflict with or result in a violation or breach of, or constitute a default (with or require consent without due notice or lapse of any Person ( time or give rise to any right of termination, cancellation or acceleration both) under, any of under the terms, conditions or provisions of any notice note, bond, mortgage, indenture indenture or deed of trust, or any material license , franchise, permit, agreement , lease or other instrument or obligation agreement to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, Buyer's Subsidiaries is a party or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction judgment, 13 18 injunction, decree, statute, rule or decree regulation of any court or domestic or foreign Governmental Entity Authority applicable to Buyer or by which any of its properties or assets may be bound Buyer's Subsidiaries, except such defaults and violations which, in the aggregate, would not have a Material Adverse Effect.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Viasystems Group Inc), Stock Purchase Agreement (Viasystems Group Inc), Stock Purchase Agreement (International Wire Group Inc)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all or the other agreements documents and instruments to be executed and delivered by Seller pursuant hereto, nor the consummation by Seller of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, and thereby (a) conflict with, shall violate any applicable Law or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer Order, (b) shall require any authorization, consent, approval, exemption or other action by or notice to any Government Entity, or (c) shall violate or conflict with or result in a violation or breach of with, or constitute a default or require consent of any Person (or give rise to any right an event which, with notice or lapse of termination time, cancellation or acceleration both, would constitute a default) under, or shall result in the termination of, or accelerate the performance required by, or result in the creation of any Lien (as defined in Section 4.8 upon any of the terms assets of Seller under, conditions any term or provisions provision of the Articles of Organization or Bylaws of Seller or of any notice contract, bond commitment, mortgage understanding, indenture arrangement, license, franchise, permit, agreement, lease agreement or other instrument restriction of any kind or obligation character to which Buyer Seller is a party or by which Buyer Seller or any of its assets or properties or assets may be bound, bound or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound affected.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Intersearch Group Inc), Asset Purchase Agreement (Banks.com, Inc.), Asset Purchase Agreement (Intersearch Group Inc)

No Violation. Neither The execution and delivery by the execution, delivery and performance Subscriber of this Agreement does not, and the performance by the Subscriber of all the other agreements his obligations under this Agreement and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby will not, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach violation of the terms or default under, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation any person or breach of entity having the right to terminate or modify, or constitute a default or require consent of under (i) any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, license, franchise lease, permit contract, agreement commitment, lease agreement or other instrument or obligation arrangement to which Buyer the Subscriber is a party or by which Buyer or any of its his properties or assets may be bound are bound or (ii) any judgment, decree or order, or (c) violate any statute, ordinance law, ordinance, regulation or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer the Subscriber or by which to any of its properties the property or assets may of the Subscriber. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required to be bound obtained or made by the Subscriber in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Subscription Agreement (iMedicor), Subscription Agreement (iMedicor), Subscription Agreement (iMedicor)

No Violation. Neither the execution, The execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, will not violate or result in any a breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach by NEO of, or constitute a default under, or require consent conflict with, or cause any acceleration of any Person obligation with respect to, ( i) any provision or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions restriction of any notice charter, bond bylaw, mortgage loan, indenture, license or mortgage of NEO, franchise or (ii) any provision or restriction of any lien, permit, lease agreement, lease contract, instrument, order, judgment, award, decree, ordinance, or regulation or any other instrument restriction of any kind or obligation character to which Buyer any assets or properties of NEO is a party subject or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be NEO is bound.

Appears in 3 contracts

Samples: Christopher Anthony, Eastlick Harry V, Lundstrom Albert C

No Violation. Neither the execution, The execution and delivery and performance of this Agreement by Buyer and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation by Buyer of the transactions contemplated hereby will not cause a breach or thereby, will violation of or default or result, with or without the passage giving of notice or the lapse of time or the delivery of notice or both, in a default or violation of, any provision of (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer , ; (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, material mortgage, indenture lien, lease, agreement, license, franchise instrument, permit, agreement, lease judgment or other instrument or obligation decree to which Buyer is a party or by which Buyer or any of its properties or assets may be (real, personal or mixed, tangible or intangible) are bound , ; or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound Law.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Umami Sustainable Seafood Inc.), Stock Purchase Agreement (Thor Industries Inc), Stock Purchase Agreement (Lions Gate Lighting Corp.)

No Violation. Neither the The execution, delivery and performance by each of Buyer and Guarantor of this Agreement and of all the other agreements contemplated hereby and instruments to be executed and delivered pursuant hereto, nor the consummation of each of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, thereby do not and will not (a) violate, conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require consent any notice under Buyer's or Guarantor's certificate of incorporation or bylaws, or any Person (or give rise to any right of termination contract, cancellation or acceleration) under agreement, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture arrangement, license , sublicense, franchise, permit, agreement indenture, lease mortgage, obligation or other instrument or obligation to which Buyer or Guarantor is a party or by which Buyer or Guarantor is bound or affected or to which any of its properties their respective assets are bound or affected, (b) require any authorization, consent, approval, exemption or other action by or notice to any court, other governmental body or other Person or entity under, the provisions of any law, statute, rule, regulation, judgment, order or decree or any contract, agreement, arrangement, license, sublicense, franchise, permit, indenture, mortgage, obligation or instrument to which Buyer or Guarantor is subject, or by which Buyer or Guarantor is bound or affected or to which their respective assets may be bound, are bound or affected or (c) violate or require any consent or notice under any law, statute , ordinance or law or any rule , regulation, rule, judgment, decree, order, writ stipulation, injunction injunction, charge or decree other restriction of any Governmental Entity applicable government, governmental agency or court to which Buyer or Guarantor or any of their respective assets are subject, or by which Buyer or Guarantor is bound or affected. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental or regulatory authority or any other party or person is required in connection with the execution, delivery or performance of its properties this Agreement by Buyer or assets may be bound Guarantor, or the consummation by Buyer or Guarantor of the transactions contemplated hereby and thereby.

Appears in 3 contracts

Samples: Futurebiotics Inc, PDK Labs Inc, Futurebiotics Inc

No Violation. Neither Assuming that the execution filings, notifications, authorizations, consents and/or approvals referred to in Section 5.4 (including Schedule 5.4) are, as applicable, duly made and/or obtained, neither the execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, by Buyer nor the consummation by Buyer of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will (a) conflict with, violate or result in any breach of the terms, conditions or provisions provision of the Certificate of Incorporation or Bylaws or other organizational documents of Buyer, (b) violate any law applicable to Buyer or any of its properties or assets, or (c) violate, conflict with or with, result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit, agreement, lease agreement or other instrument or obligation contract to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or except, in the case of clauses (a) through (c) violate any statute above, ordinance for such violations, conflicts, breaches or law defaults which would not, individually or any rule in the aggregate, regulation, order, writ, injunction prevent or decree materially delay the consummation of any Governmental Entity applicable to the transactions contemplated by this Agreement or the performance by Buyer or by which of any of its properties or assets may be bound obligations hereunder.

Appears in 2 contracts

Samples: Limited Liability Company Membership Interest Purchase Agreement (Corning Natural Gas Holding Corp), Stock Purchase Agreement (Corning Natural Gas Holding Corp)

No Violation. Neither Except as set forth in Section 3.04 of the execution Purchaser Disclosure Schedule, neither the execution and delivery and of this Agreement by Purchaser nor the performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor by Purchaser or the consummation by Purchaser of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, Transactions will (a) conflict with, with or violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws the By-Laws of Buyer Purchaser, (b) conflict with or result in a violation or breach of, or constitute a default (with or require consent without notice or lapse of any Person ( time, or both) under, give rise to any right of termination, cancellation or acceleration) under acceleration of, or result in the imposition of any lien, charge or other encumbrance on any assets or property of Purchaser pursuant to, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, contract, agreement, lease, license , franchise , permit, agreement, lease franchise or other instrument or obligation to which Buyer Purchaser is a party or by which Buyer Purchaser or any of its assets or properties or assets may be are bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which consents have been obtained or which would not, individually or in the aggregate, materially restrict or prevent the consummation of the transactions contemplated hereby or (c) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.03 and this Section 3.04 are duly and timely obtained or made, conflict with or violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity regulation applicable to Buyer Purchaser, except for such violations which would not, individually or by which any in the aggregate, materially restrict or prevent the consummation of its properties or assets may be bound the Transactions.

Appears in 2 contracts

Samples: Born Dawn S, Gni Group Inc /De/

No Violation. Neither Except as set forth in Section 4.5 of the Seller Disclosure Schedule, neither the execution, delivery and performance of this Agreement and all of all the other agreements and instruments Transaction Documents to be executed and delivered by Seller pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer Seller, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under under any contract, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer Seller is a party or by which Buyer Seller or any of its properties or assets the Purchased Assets may be bound, or including the Material Contracts, but excluding the Non-Material Contracts, (c) violate any statute, ordinance Law or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer Seller or by which any of its properties or assets of Seller may be bound.

Appears in 2 contracts

Samples: Asset Purchase Agreement (WPT Enterprises Inc), Asset Purchase Agreement (WPT Enterprises Inc)

No Violation. Neither Except as set forth in Section 5.04 of the execution Purchaser Disclosure Schedule, neither the execution and delivery and of this Agreement by Purchasers nor the performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor by Purchasers or the consummation by Purchasers of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, Transactions will (a) conflict with, with or violate or result in any breach the organizational documents of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer either Purchaser, (b) conflict with or result in a violation or breach of, or constitute a default (with or require consent without notice or lapse of any Person ( time, or both) under, give rise to any right of termination, cancellation or acceleration) under acceleration of, or result in the imposition of any lien, charge or other encumbrance on any assets or property of either of Purchasers pursuant to, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, contract, agreement, lease, license , franchise , permit, agreement, lease franchise or other instrument or obligation to which Buyer either of Purchasers is a party or by which Buyer either of Purchasers or any of its their respective assets or properties or assets may be are bound, except for such 34 26 violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which consents have been obtained or which would not individually or in the aggregate materially restrict or prevent the consummation of the transactions contemplated hereby or (c) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.03 and this Section 5.04 are duly and timely obtained or made, conflict with or violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity regulation applicable to Buyer or by either Purchaser, except for such violations which any would not restrict prevent the consummation of its properties or assets may be bound the Transactions.

Appears in 2 contracts

Samples: Transaction Agreement (Kinetic Concepts Inc /Tx/), Transaction Agreement (Blum Richard C & Associates L P)

No Violation. Neither Except as set forth in Section 8.3 of the execution Buyer Disclosure Letter, neither the execution and delivery by Buyer and performance Merger Subsidiary of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation by Buyer and Merger Subsidiary of the transactions contemplated hereby or thereby, by this Agreement in accordance with its terms will , with or without the passage of time or the delivery of notice or both, : ( a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b i) conflict with or result in a violation breach of any provisions of the Articles of Incorporation or Bylaws of Buyer or Merger Subsidiary; (ii) violate, result in a breach of any provision of, constitute a default under, or require any approval or consent under or result in the termination or in a right of termination or cancellation of, or constitute accelerate the performance required by or result in a default material adverse change to, or require consent result in the creation of any Person ( lien, security interest, charge or give rise to encumbrance upon any right of termination, cancellation the properties of Buyer or acceleration) any of the Buyer Subsidiaries under, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust or any license, franchise, permit, agreement lease, lease contract, agreement or other instrument or obligation to which Buyer or any of the Buyer Subsidiaries is a party party, or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law the Buyer Subsidiaries or any of their properties is bound or affected, except for any of the foregoing matters which, individually or in the aggregate, would not have a Buyer Material Adverse Effect; (iii) contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, order judgment, writ injunction, injunction order or decree of any Governmental Entity binding upon or applicable to the Buyer or by Merger Subsidiary; or (iv) other than the Regulatory Filings, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority which has not been obtained or made except where the failure to obtain any of its properties such consent, approval or assets may be bound authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Buyer Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wellsford Real Properties Inc), Agreement and Plan of Merger (Value Property Trust)

No Violation. Neither Except as set forth on Schedule 2.4 of the execution Disclosure Schedule, neither the execution and delivery and performance of this Agreement and of all or the other agreements and instruments to be executed and delivered pursuant hereto Ancillary Instruments, nor the consummation by CC Holdings and IRG of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, hereunder and thereunder (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) will violate any statute, ordinance statute or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable court or governmental authority, (b) will require any authorization, consent, approval, exemption or other action by or notice to Buyer any third party, including, without limitation, any governmental entity, or (c) subject to obtaining the consents referred to in Schedule 2.4 of the Disclosure Schedule, will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets of IRG or CNR under, any term or provision of the articles of organization of IRG, the Operating Agreement, the articles of organization or operating agreement of CC Holdings, the articles of incorporation or bylaws of CNR, or of any material contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which CC Holdings, IRG or CNR are parties or by which CC Holdings, IRG or CNR or any of its their assets or properties or assets may be bound bound or affected.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Cobalt Corp), Aps Healthcare Inc

No Violation. Neither Except as set forth on Schedule 4.3, the execution, execution and delivery and performance of this Agreement by Buyer does not, and of all the other agreements fulfillment and instruments to be executed compliance with its terms and delivered pursuant hereto, nor conditions and the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, shall not ( a i) conflict with with any of, violate or result in require the consent of any breach of person or entity under, the terms, conditions or provisions of the Certificate of Incorporation charter documents or Bylaws bylaws or equivalent governing instruments of Buyer, ( b ii) violate any provision of, or require any consent, authorization or approval under, any Applicable Law, (iii) conflict with or with, result in a violation or breach of, or constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require consent of any Person ( consent, authorization or give rise to any right of termination, cancellation or acceleration) approval under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license mortgage or lien, franchise, permit, or any agreement, lease Contract, commitment or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be it is bound.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nuevo Energy Co), Stock Purchase Agreement (Nuevo Energy Co)

No Violation. Neither Except as set forth on Schedule 4.4, the execution, delivery and performance of this Agreement by Purchaser and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, by this Agreement do not and will not (a) conflict with violate any provision of any law or any governmental rule or regulation applicable to Purchaser, violate or result in any breach of the terms organizational documents of Purchaser, conditions or provisions any order, judgment or decree of the Certificate any court or other agency of Incorporation or Bylaws of Buyer government binding on Purchaser, (b) conflict with or result in a violation or breach of, or constitute a default or require consent the creation or imposition of any Person (or give rise to any right of termination, cancellation or acceleration) under, Lien upon any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound of Purchaser, or (c) violate result in any statute default, ordinance noncompliance, suspension, revocation, impairment, forfeiture or law or any rule, regulation, order, writ, injunction or decree nonrenewal of any Governmental Entity permit, license, authorization or approval applicable to Buyer its operations or by which any of its properties or assets may be bound properties.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Silver Point Capital L.P.), Asset Purchase Agreement (U S Energy Systems Inc)

No Violation. Neither Except for the execution approvals, waivers or consents under, and required amendments to, the Senior Credit Agreement, neither (a) the Merger, (b) the execution and delivery and performance of this Agreement and of all or the other agreements and instruments to be Documents executed and delivered pursuant hereto by Parent or Purchaser, (c) the performance by Parent and Purchaser of their obligations hereunder and thereunder nor (d) the consummation of the transactions contemplated hereby or thereby thereby will violate any provisions of the certificates of incorporation or bylaws of Parent or Purchaser or violate, will, with or without the passage of time or the delivery of notice or both, (a) be in conflict with, violate or result in any breach of allow the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of termination, or constitute a default under, or require consent cause the acceleration of the maturity of, any Person ( debt or give rise obligation pursuant to any right of termination, cancellation agreement or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation commitment to which Buyer Parent or Purchaser is a party or by which Buyer or any of its properties or assets may be it is bound, or (c) violate any statute, ordinance or any law or any rule judgment, regulation decree, order, writ, injunction regulation or decree rule of any court or Governmental Entity applicable Authority to Buyer which Parent or by which any of its properties or assets may be bound Purchaser is subject.

Appears in 2 contracts

Samples: Articles of Incorporation (Alaris Medical Inc), Articles of Incorporation (Alaris Medical Systems Inc)

No Violation. Neither TNS or any of its properties nor any subsidiary or any of its properties, is subject to or obligated under any law, rule or regulation of any governmental authority, or any order, writ, injunction or decree, or any agreement, instrument, license, franchise or permit, which would be breached or violated by the execution, delivery and performance of this Agreement and the consummation of all the other agreements transactions contemplated hereby. The performance of this Agreement and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby do not and will not conflict with, result in a breach or thereby violation of, will, with or without the passage of time or the delivery of notice or both, a default under (a) conflict with, violate TNS's certificate of incorporation or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer bylaws, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to obligation under any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture lease, license, franchise, permit, agreement, lease agreement or other instrument or obligation applicable to which Buyer is a party or by which Buyer TNS or any of its properties or assets may be bound, any subsidiary or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound (c) any law, rule, regulation, judgment, order or decree of any government or governmental or regulatory authority or court having jurisdiction over TNS or any of its properties or any subsidiary or any of its properties.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Transaction Network Services Inc), Asset Purchase Agreement (Transaction Network Services Inc)

No Violation. Neither the execution, execution and delivery and performance by Buyer of this Agreement and of all or the other agreements documents and instruments to be executed and delivered by Buyer pursuant hereto, hereto nor the consummation by Buyer of the transactions contemplated hereby and thereby (i) will violate any Law or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Order applicable to Buyer, ( b ii) conflict will require any authorization, consent or approval by, filing with or result notice to any Governmental Entity, except for such authorizations, consents, approvals, filings or notices the failure of which to obtain or make would not, individually or in a violation the aggregate, have the effect of preventing, delaying, making illegal or breach of otherwise interfering with any of the transactions contemplated hereby, or (iii) will violate or conflict with, or constitute a default under, or require consent will result in the automatic termination of, or accelerate the performance required by, any term or provision of the charter, bylaws or similar organizational documents of Buyer or of the express terms of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which Buyer is a party party, except for such violations, conflicts, defaults, terminations or by which Buyer accelerations that would not, individually or in the aggregate, have the effect of preventing, delaying, making illegal or otherwise interfering with any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Paperweight Development Corp), Stock Purchase Agreement (Paperweight Development Corp)

No Violation. Neither the execution, execution and delivery by Purchaser and performance Merger Sub of this Agreement and Agreement, the performance by Purchaser or Merger Sub of all the other agreements and instruments to be executed and delivered pursuant hereto, obligations hereunder nor the consummation by Purchaser and Merger Sub of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will (a) violate, conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate of Incorporation or Bylaws of Buyer Purchaser or Merger Sub, (b) violate or conflict with or result in a violation or breach of, or constitute a default (with or require consent without due notice or lapse of any Person ( time or give rise to any right of termination, cancellation or acceleration both) under, any of under the terms, conditions or provisions of any notice note, bond, mortgage, indenture indenture or deed of trust, or any license , franchise, permit, agreement , lease or other instrument or obligation agreement to which Buyer Purchaser or Merger Sub is a party or by which Buyer or any of its properties or their respective assets may be is bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction judgment, injunction, decree, statute, rule or decree regulation of any Governmental Entity Authority applicable to Buyer Purchaser, Merger Sub or by which any of its properties or assets may be bound their respective assets, except in each case as would not have a Purchaser Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Net2phone Inc), Agreement and Plan of Merger (Netspeak Corp)

No Violation. Neither the execution, execution and delivery and performance by Seller of this Agreement and of all or the other agreements and instruments to be executed and delivered pursuant hereto Ancillary Agreements, nor the consummation by Seller of the transactions contemplated hereby or thereby thereby in accordance with the terms hereof or thereof, will, with or without the passage of time or the delivery of notice or both, will (a ) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b ) conflict with or result in a violation breach of any provisions of the Certificate of Incorporation, Bylaws or similar organizational documents of Seller, GBGC or any of their respective Subsidiaries; (b), except as set forth on Schedule 4.5, violate, conflict with, result in a breach of any provision of, or constitute a default (or require consent an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination, or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any Person ( payment or give rise to other material obligations pursuant to, result in the creation of any right lien, security interest, charge or encumbrance upon any of termination the properties of Seller, cancellation GBGC or acceleration) any of their respective Subsidiaries under , or result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, agreement lease, lease contract, agreement or other instrument instrument, commitment or obligation to which Buyer Seller, GBGC or any of their respective Subsidiaries is a party party, or by which Buyer Seller, GBGC or any of its their respective Subsidiaries or any of their respective properties is bound or assets may be bound affected, except for any of the foregoing matters which would not have a Seller or GBGC Material Adverse Effect; (c) violate contravene or conflict with or constitute a violation of any statute, ordinance or law or provision of any rule law, regulation, order judgement, writ injunction, injunction order or decree of any Governmental Entity binding upon or applicable to Buyer Seller, GBGC or by which any of its properties their respective Subsidiaries which would have a Seller or assets may be bound GBGC Material Adverse Effect; or (d) other than applicable Regulatory Filings, require any consent, approval or authorization of, or declaration, of or filing or registration with, any domestic governmental or regulatory authority, the failure to obtain or make would have a Seller or GBGC Material Adverse Effect.

Appears in 2 contracts

Samples: Family Golf Centers Inc, Golden Bear Golf Inc

No Violation. Neither the execution, execution and delivery and performance by such party of this Agreement and or any of all the other agreements and instruments to be executed and delivered pursuant hereto Related Instruments, nor the consummation by such party of the transactions contemplated hereby or thereby, will will (i) violate any provision of the laws of its jurisdiction of incorporation, with or without the passage of time or the delivery certificate of notice incorporation, bylaws or both other governing documents of such party, or ( a ii) violate, conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms, conditions or provisions of such party's assets under any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument or obligation restriction of any kind to which Buyer such party is a party or by which Buyer such party may be bound or affected or to which any of its properties or such party's assets may be bound subject, or (c) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable to Buyer court or governmental authority, except, in the case of clause (ii) above, for any such event that would not, individually or in the aggregate, have a material adverse effect or prohibit or restrict the consummation of the transactions contemplated by which any of its properties this Agreement or assets may be bound the Related Instruments.

Appears in 2 contracts

Samples: Advanced Communications Technologies Inc, Hy Tech Technology Group Inc

No Violation. Neither the execution, execution and delivery and performance of ----------- ------------ this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby nor compliance by CII with any of the provisions hereof will (i) violate or thereby conflict with any provision of the certificate of incorporation or by-laws of CII, will or any statute, with code, ordinance, rule, regulation, judgment, order, writ, decree or without the passage of time injunction applicable to CII or the delivery of notice its Subsidiaries, or both (ii) violate, (a) or conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of any provision of, or constitute a default or require consent of any Person (or give rise to any right event which, with or without due notice or lapse of termination time, cancellation or acceleration both, would constitute a default) under, or result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon the Stock or any of the properties or assets of CII or its Subsidiaries under any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit, agreement, lease agreement or other instrument or obligation to which Buyer is a party of CII or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound Subsidiaries.

Appears in 2 contracts

Samples: Recapitalization Agreement (Kilovac International Inc), Recapitalization Agreement (Kilovac International Inc)

No Violation. Neither the execution, execution and delivery and performance of ------------ ------------ this Agreement and of all the other agreements Indemnification and instruments to be executed and delivered pursuant hereto, Escrow Agreement nor the consummation of the transactions contemplated hereby or thereby thereby nor compliance by such New Investor with any of the provisions hereof or thereof will (i) violate or conflict with any provision of the certificate of incorporation or by-laws (or equivalent governing documents) of such New Investor (if such New Investor is an entity) or any statute, will code, with ordinance, rule, regulation, judgment, order, writ, decree or without the passage of time injunction applicable to such New Investor, or the delivery of notice (ii) violate or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of any provision of, or constitute a default or require consent of any Person (or give rise to any right event which, with or without due notice or lapse of termination time, cancellation or acceleration both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon the stock or any of the properties or assets of such New Investor under any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit, agreement, lease agreement or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound such New Investor.

Appears in 2 contracts

Samples: Recapitalization Agreement (Kilovac International Inc), Recapitalization Agreement (Kilovac International Inc)

No Violation. Neither the execution execution and delivery of the Financing Agreements, delivery and performance of this Agreement and of all the nor any other agreements and instruments agreement, certificate or instrument to be executed and or delivered pursuant hereto, in connection therewith by HIIC nor the consummation of the transactions contemplated hereby hereunder or thereby, will, thereunder or the compliance with or without performance of the passage terms and conditions herein or therein, is prevented by, limited by, in conflict in any material respect with, or will result in a breach or violation of, or a default (with due notice or lapse of time or both) under, which would have a material adverse effect on HIIC, or the delivery creation or imposition of notice any material lien, charge, or both encumbrance of any nature whatsoever upon any of its property or assets by virtue of, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of: (i) its organizational documents; (ii) any indenture, evidence of the Certificate of Incorporation indebtedness, loan or Bylaws of Buyer, (b) conflict with or result in a violation or breach of financing agreement, or constitute a default other material agreement or require consent instrument of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation whatever nature to which Buyer it is a party or by which Buyer or any of its properties or assets may be it is bound , ; or ( c iii) violate any statute provision of any existing law, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable court, gaming authority or governmental authority to Buyer or by which any of its properties or assets may be bound each is subject.

Appears in 2 contracts

Samples: Agreement (Sky Games International LTD), Nd Agreement (Harrahs Entertainment Inc)

No Violation. Neither the execution execution and delivery of the Financing Agreements, delivery and performance of this Agreement and of all the nor any other agreements and instruments agreement, certificate or instrument to be executed and or delivered pursuant hereto in connection therewith by IEL, SGI or SGIH nor the consummation of the transactions contemplated hereby hereunder or thereby, will, thereunder or the compliance with or without performance of the passage terms and conditions herein or therein, is prevented by, limited by, in conflict in any material respect with, or will result in a breach or violation of, or a default (with due notice or lapse of time or both) under, which would have a material adverse effect on IEL, SGI or SGIH, or the delivery creation or imposition of notice any lien, charge, or both encumbrance of any nature whatsoever upon any of its property or assets by virtue of, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of: (i) each of the Certificate their respective organizational documents; (ii) any indenture, evidence of Incorporation indebtedness, loan or Bylaws of Buyer, (b) conflict with or result in a violation or breach of financing agreement, or constitute a default other material agreement or require consent instrument of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation whatever nature to which Buyer each is a party or by which Buyer or any of its properties or assets may be each is bound , ; or ( c iii) violate any statute provision of any existing law, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable court, gaming authority or governmental authority to Buyer or by which any of its properties or assets may be bound each is subject.

Appears in 2 contracts

Samples: Agreement (Sky Games International LTD), Nd Agreement (Harrahs Entertainment Inc)

No Violation. Neither the execution, execution and delivery and performance of this Agreement by Autobytel and of all the other agreements and instruments to be executed and delivered pursuant hereto Merger Sub, nor the consummation by Autobytel and Merger Sub of the transactions contemplated hereby will (i) constitute a breach or thereby violation of any provision of the certificate of incorporation or bylaws of Autobytel or Merger Sub, will (ii) constitute a breach, violation or default (or any event which, with notice or without the passage lapse of time or the delivery of notice or both, (a would constitute a default) conflict with under, violate or result in any breach of the terms termination of, conditions or provisions of accelerate the Certificate of Incorporation or Bylaws of Buyer performance required by, (b) conflict with or result in a violation or breach of, or constitute a default or require consent the creation of any Person ( lien or give rise to encumbrance upon any right property or asset of termination, cancellation Autobytel or acceleration) Merger Sub under, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit, agreement, lease agreement or other instrument or obligation to which Buyer is a party Autobytel or Merger Sub, or by which Buyer either of them or any of their properties or assets, are bound, or (iii) subject to the receipt of the requisite consents, approvals, or authorizations of, or filings with Governmental Entities under federal securities laws, applicable state corporate and securities laws, and laws relating to employee benefit plans, conflict with or violate any order, judgment or decree, or to the knowledge of Autobytel, any statute, ordinance, rule or regulation applicable to Autobytel or Merger Sub, or by which it or any of its properties or assets may be bound bound or affected, other than, in the case of the foregoing clauses (ii) or ( c) violate any statute iii), ordinance conflicts, breaches, violations, defaults, terminations, accelerations or law creation of liens and encumbrances which, individually or any rule in the aggregate, regulation, order, writ, injunction or decree of any Governmental Entity applicable would not be reasonably likely to Buyer or by which any of its properties or assets may be bound have a Material Adverse Effect on Autobytel.

Appears in 2 contracts

Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby or thereby, will, will conflict with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer Purchaser, (b) conflict with or result in a violation or breach of, constitute (with or constitute without notice or lapse of time or both) a default or require consent of any Person (or under, give rise to any right of termination, cancellation or acceleration) under acceleration of, or result in the imposition of any lien, charge or other encumbrance on any material assets or property of Purchaser pursuant to, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, license, franchise, permit contract, agreement, lease lease, license or other instrument or obligation to which Buyer Purchaser is a party or 25 by which Buyer Purchaser or any of its assets or properties or assets may be are bound, except for such violations, breaches and defaults (or (c rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which consents have been obtained or which would not have a material adverse effect on Purchaser or prevent the consummation of the transactions contemplated hereby or assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 4.3 are duly and timely obtained or made, violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity regulation applicable to Buyer Purchaser or by which any of its properties assets or assets may be bound properties, except for such violations which would not have a material adverse effect on Purchaser or prevent the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: BMC Software Inc, Tender Agreement (BMC Software Inc)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and by Terayon, the performance by Terayon of all the other agreements and instruments to be executed and delivered pursuant hereto, its obligations hereunder nor the consummation by Terayon of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will (a) violate, conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate of Incorporation or Bylaws of Buyer Terayon, (b) violate, conflict with or result in a violation or breach of, or constitute a default (with or require consent without due notice or lapse of any Person ( time or give rise to any right of termination, cancellation or acceleration both) under, any of under the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust, license , franchise, permit, agreement , lease or other instrument or obligation agreement to which Buyer Terayon is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction judgment, injunction, decree, statute, rule or decree regulation of any court or domestic or foreign Governmental Entity Body applicable to Buyer or by which any of its properties or assets may be bound Terayon.

Appears in 2 contracts

Samples: Share Purchase Agreement (Terayon Communication Systems), Terayon Communication Systems

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, by such Purchaser Party nor the consummation by such Purchaser Party of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will (a) conflict with, with or violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, their organizational documents (b) conflict with or result in a violation or breach of, or constitute a default (with or require consent without notice or lapse of any Person ( time, or both) under, give rise to any right of termination, cancellation or acceleration) under acceleration of, or result in the imposition of any Lien on any assets or property of such Purchaser Party or any of the terms, conditions or provisions of its Subsidiaries pursuant to any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease Contract or other instrument or obligation to which Buyer such Purchaser Party or any of its Subsidiaries is a party or by which Buyer such Purchaser Party or any of its Subsidiaries or any of their respective assets or properties or assets may be are bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or Lien) as to which requisite waivers or consents have been obtained or which would not prevent the consummation of the transactions contemplated hereby or (c) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.3 and this Section 5.4 are duly and timely obtained or made, violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity regulation applicable to Buyer such Purchaser Party or by which any of its properties Subsidiaries or their respective assets may be bound or properties, except for such conflicts, violations, breaches or defaults which would not in the aggregate prevent the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Share Purchase Agreement (Panther Expedited Services, Inc.), Share Purchase Agreement (Panther Expedited Services, Inc.)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all by the other agreements and instruments to be executed and delivered pursuant hereto, Purchaser nor the consummation performance by the Purchaser of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, its obligations hereunder will ( a i) conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate of Incorporation Purchaser's charter or Bylaws of Buyer bylaws, ( b ii) conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or require consent of any Person ( or give rise to any lien or encumbrance on the Purchaser's properties or assets or any right of termination, cancellation or acceleration) under, acceleration under any of the terms, terms or conditions or provisions of any notice note, bond, mortgage, indenture, license, franchise, permit, agreement, lease agreement or other instrument or obligation to which Buyer the Purchaser is a party or by which Buyer or any of its properties or assets may be bound, or ( c iii) violate any statute, ordinance or law or any law, rule, regulation, order, writ, injunction injunction, judgment, order or decree of any Governmental Entity applicable to Buyer court, administrative agency or by which governmental authority binding on the Purchaser or any of its properties or assets may be bound assets.

Appears in 2 contracts

Samples: First Chesapeake Financial Corp, First Chesapeake Financial Corp

No Violation. Neither the execution, execution and delivery and performance of this Agreement and or any of all the Additional Agreements or any of the other agreements and or instruments to be executed and delivered pursuant hereto by the Noteholder in connection herewith, nor the consummation performance of any obligations hereunder or thereunder by the Noteholder, including the exchange of the transactions contemplated hereby or thereby Exchange Notes pursuant to this Agreement, will, with or without the passage of time or the delivery of notice or both, (a) will conflict with, violate or result in any breach violation of, or default (with or without notice or lapse of the terms time, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b both) conflict with under or result in a violation or breach of, or constitute a default or require consent the creation of any Person Lien upon the Exchange Notes held by the Noteholder under ( or give rise to any right of termination, cancellation or acceleration i) under, any the organizational documents of the terms Noteholder, conditions or provisions of including any notice, bond, mortgage, indenture, license, franchise, permit, limited liability company agreement, lease certificate of incorporation or other instrument bylaws or obligation to which Buyer is a party or by which Buyer or similar agreement; (ii) any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation law, order, writ, injunction or decree of any Governmental Entity applicable to Buyer the Noteholder or by which any property or asset of the Noteholder is bound or affected; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which the Noteholder is a party or by which the Noteholder or any property or asset of the Noteholder is bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, events, losses, payments, cancellations, encumbrances, or other occurrences that are not, individually or in the aggregate, reasonably expected to prevent or materially delay the Closing or the performance by the Noteholder of any of its properties obligations under this Agreement or assets may any Additional Agreement to which it is or will be bound a party.

Appears in 2 contracts

Samples: Exchange Agreement (Basic Energy Services, Inc.), Exchange Agreement (Ascribe Capital LLC)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all or the other agreements and instruments to be executed and delivered pursuant hereto, Seller Ancillary Documents by Sellers nor the consummation by Sellers of the transactions contemplated hereby or thereby and thereby in accordance with their respective terms, will, with or without the passage of time or the delivery of notice or both, will (a ) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b ) conflict with or result in a violation breach of any provisions of the Articles of Incorporation or Bylaws of each of the Selling Entities; (b) violate, conflict with, result in a breach by any Seller of any provision of, or constitute a default by any Seller (or require consent an event which, with notice or lapse of time or both, would constitute a default by any Seller) under, result in the termination, or in a right of termination or cancellation of, accelerate the performance by any Seller required by, result in the triggering of any Person ( material payment or give rise to other material obligations by any right Seller pursuant to, result in the creation of termination any lien, cancellation security interest, charge or acceleration) encumbrance upon any of the material properties of any of the Selling Entities under , or result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of any notice material note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, agreement lease, lease contract, agreement or other instrument instrument, commitment or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound the Selling Entities are a party, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its the Selling Entities or any of their respective properties is bound or assets may be bound affected; (c) to Sellers' knowledge, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgement, injunction, order or decree binding upon or applicable to any of the Selling Entities; or (d) to Sellers' knowledge, other than the Regulatory Filings, require any material consent, approval or authorization of, or declaration, of or registration with, any domestic governmental or regulatory authority.

Appears in 2 contracts

Samples: Computer Dynamics Inc, Total Control Products Inc

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all or the other agreements documents and instruments to be executed and delivered by Purchaser pursuant hereto, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, and thereby (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) will violate any statute, ordinance statute or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable court or governmental authority, (b) will require any authorization, consent, approval, exemption or other action by or notice to Buyer any court, administrative or governmental agency, instrumentality, commission, authority, board or body, or (c) will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the assets of Purchaser under, any term or provision of the Articles of Incorporation or By-laws of Purchaser or of any material contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Purchaser is a party or by which Purchaser or any of its assets or properties or assets may be bound. bound or affected. - 12 -

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Healthcare Capital Corp), Stock Purchase and Sale Agreement (Healthcare Capital Corp)

No Violation. Neither the execution, execution and delivery and performance of this Agreement Agreement, nor compliance with any of the terms and of all the other agreements and instruments to be executed and delivered pursuant hereto provisions hereof, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or transactions herein contemplated will: ( c i) violate any statute, ordinance or law or any rule law, regulation, order, writ, injunction or decree of any Governmental Entity court or governmental department, commission, board, bureau, agency or instrumentality applicable to the Buyer, or (ii) conflict or be inconsistent with, or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance upon any of the property or assets of the Buyer pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument, to which the Buyer is a party or by which any of its properties or assets he may be bound bound or to which he may be subject.

Appears in 2 contracts

Samples: National Patent Development Corp, Five Star Products Inc

No Violation. Neither the execution, execution or delivery and performance by email of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto or any agreement contemplated hereby, nor the consummation performance by email of the transactions contemplated hereby or thereby thereby (i) conflicts with, will, with or without constitutes a breach or default under (A) the passage articles of time incorporation or the delivery by-laws of notice or both email, ( a B) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation applicable judgment, order, writ, injunction or decree of any Governmental Entity court or (C) any applicable law or any applicable rule or regulation of any administrative agency or governmental or regulatory authority or (ii) except for the consents required prior to Buyer the consummation of the transactions contemplated by this Agreement as set forth on Schedule 3.13, violates, conflicts with, or constitutes a default (or an event or condition that, with notice or lapse of time or both, would constitute a default) under, or results in the termination of, or accelerates the performance required by, or causes the acceleration of the maturity of any liability or obligation pursuant to, or results in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the property or assets of email under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which email is a party or by which email may be bound or affected or to which any of its properties the property or assets of email may be bound subject.

Appears in 2 contracts

Samples: Realm Productions & Entertainment Inc, Vidkid Distribution Inc

No Violation. Neither the execution, delivery and performance of this ------------ Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound.

Appears in 2 contracts

Samples: Agreement (Pointshare Corp), Agreement (Pointshare Corp)

No Violation. Neither the execution, delivery and performance of this Agreement and all of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate articles or bylaws of Incorporation or Bylaws of Buyer DataNet, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer DataNet is a party or by which Buyer DataNet or any of its properties or assets may be bound , where such conflict, violation, breach, default or consent would have a material adverse effect on the business or assets of DataNet, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity governmental entity applicable to Buyer DataNet or by which any of its properties or assets may be bound , where such violation would have a material adverse effect on the business or assets of DataNet.

Appears in 2 contracts

Samples: Dimensional Visions Group LTD, Dimensional Visions Inc/ De

No Violation. Neither the execution, delivery and performance of this Agreement and all of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate articles or bylaws of Incorporation or Bylaws of Buyer, InfoPak (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Transferred Agreement, any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer InfoPak is a party or by which Buyer InfoPak or any of its the properties or assets of InfoPak may be bound, where such conflict, violation, breach, default or consent would have a material adverse effect on the business conducted with the Assets or the Assets or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity governmental entity applicable to Buyer InfoPak or by which any of its properties or assets of InfoPak may be bound , where such violation would have a material adverse effect on the MLS business conducted with the Assets.

Appears in 2 contracts

Samples: Dimensional Visions Group LTD, Dimensional Visions Inc/ De

No Violation. Neither the execution, delivery and performance of this Agreement Guaranty and all of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Articles or Bylaws (or similar corporate document) of Buyer Guarantor, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under under any contract, any of the terms, conditions or provisions of any notice, bond, mortgage , indenture, license, franchise, permit, agreement , lease or other instrument or obligation to which Buyer is a party Guarantor or by which Buyer or any of its properties or the assets may be of Guarantor are bound, or (c) violate any statute, ordinance Law or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer Guarantor or by which any of its properties or assets of Guarantor may be bound.

Appears in 2 contracts

Samples: WPT Enterprises Inc, Guaranty (WPT Enterprises Inc)

No Violation. Neither the execution, delivery and nor performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto Agreement, in its entirety, nor the consummation of the transactions contemplated hereby or thereby hereby, will, with or without as of the passage of time or the delivery of notice or both Closing Date, ( a i) violates any order, writ, judgment, injunction, award, decree, or to the Purchaser's knowledge, law, rule, statute, ordinance or regulation applicable to the Purchaser, (ii) is in conflict with, violate results in a breach or result in termination of any breach provision of, causes the acceleration of the terms maturity of any debt or obligation pursuant to, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute constitutes a default or require consent of any Person (or give gives rise to any right of termination, cancellation or acceleration) under, or results in the creation of any security interest, lien, charge or other encumbrance upon any currently owned property of the Purchaser pursuant to, any terms, conditions or provisions of any notice note, bond license, instrument, indenture, mortgage, indenture, license, franchise, permit, agreement, lease deed of trust or other instrument agreement or obligation understanding or any other restriction of any kind or character, to which Buyer the Purchaser is a party or by which Buyer any currently owned property of the Purchaser is subject or any of its properties or assets may be bound, or ( c iii) violate conflicts with or results in any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree breach of any Governmental Entity applicable to Buyer provision of the Certificate or by which any Articles of its properties Incorporation or assets may be bound Bylaws of the Purchaser.

Appears in 2 contracts

Samples: Us Concrete Inc, Us Concrete Inc

No Violation. Neither the execution, delivery and delivery, nor performance of this Agreement and of all the other agreements and instruments to be or any instrument executed and delivered pursuant hereto by or on behalf of Purchaser in connection herewith, nor not the consummation of the transactions contemplated hereby herein or thereby therein contemplated, will nor compliance with the terms and provisions hereof or thereof, contravenes the provisions of law, statute, rule, regulations or judgment, decree, franchise, order or permit applicable to Purchaser, or conflicts or is inconsistent with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or will result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default under any contract, commitment, agreement, understanding, arrangement or require consent instrument, or result in the creation of any Person or imposition of (or give rise the obligations to create or impose) any right of termination lien, cancellation encumbrance or acceleration) under, liability on any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties property or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound Purchaser.

Appears in 2 contracts

Samples: Shall Constitute an Agreement (Terra Firma Technologies, Inc.), Shall Constitute an Agreement (Terra Firma Technologies, Inc.)

No Violation. Neither the execution, delivery and delivery, nor performance of this Agreement and of all the or any other agreements and instruments to be agreement or instrument executed and delivered pursuant hereto by or on behalf of Seller in connection herewith, nor the consummation of the transactions contemplated hereby herein or thereby therein contemplated, will nor compliance with the terms and provisions hereof or thereof, contravenes the Articles of Incorporation or By-Laws of Seller or any provision of law, statute, rule, regulation, or order of any court or governmental authority to which Seller is subject, or any judgment, decree, franchise, order, or permit applicable to Seller, or conflicts or is inconsistent with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or will result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default under any contract, commitment, agreement, understanding, arrangement, or require consent instrument, or result in the creation of any Person or imposition of (or give rise the obligation to create or impose) any right of termination lien, cancellation encumbrance, or acceleration) under, liability on any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties property or assets may be bound of Seller, or (c) violate will increase any statute such lien, ordinance encumbrance, or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound liability.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

No Violation. Neither the execution, delivery and delivery, or performance of this Agreement and of all the or any other agreements and instruments to be agreement or instrument executed and delivered pursuant hereto by or on behalf of Purchaser in connection herewith, nor the consummation of the transactions contemplated hereby herein or thereby therein contemplated, will nor compliance with the terms and provisions hereof or thereof contravenes the Certificate of Incorporation, with Articles of Incorporation, or without the passage bylaws of time Purchaser or the delivery any provision of notice law, statute, rule, regulation, or both order of any court or governmental authority to which Purchaser is subject, (a) conflict or any judgment, decree, franchise, order, or permit applicable to Purchaser, or conflicts or is inconsistent with, violate or will result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms contract, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit commitment, agreement, lease understanding, arrangement, or other instrument instrument, or result in the creation of or imposition of, or the obligation to which Buyer is a party create or by which Buyer impose, any lien, encumbrance, or liability on any of its properties the property or assets may be bound of Purchaser, or (c) violate will increase any statute such lien, ordinance encumbrance, or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound liability.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

No Violation. Neither Subject to the execution Parties satisfying their respective ------------ obligations to obtain or process (as applicable) the consents, approvals, permits, licenses, filings and notices described in Section 5.2 (Consents and ----------- Approvals), neither the execution and delivery and performance of this Agreement and or any of all the other agreements and instruments Related Agreements to be executed and delivered pursuant hereto which Purchaser is a party, nor the compliance with any provision hereof or thereof, nor consummation of the transactions contemplated hereby or thereby thereby will result in any violation of, will, or default (with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach lapse of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of time, or constitute a default or require consent of any Person ( both) under, or give rise to any others a right of termination, cancellation or acceleration) acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Purchaser under, any provision of (i) the terms organizational documents of Purchaser, conditions each as amended to date, (ii) any loan or provisions of any notice credit agreement, note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument agreement, instrument, permit concession, franchise or obligation license applicable to which Buyer is a party Purchaser or by which Buyer (iii) any Requirements of Laws or any judgment, order or decree applicable to Purchaser or any of its properties or assets may be bound assets, other than, in the case of clauses (ii) or ( c) violate iii), any statute such violations, ordinance defaults, rights, liens, security interests, charges or law encumbrances that, individually or any rule in the aggregate, regulation would not have a material adverse effect on Purchaser, order, writ, injunction materially impair the ability of Purchaser to perform its obligations hereunder or decree under the Related Agreements or prevent the consummation by Purchaser of any Governmental Entity applicable to Buyer of the transactions contemplated hereby or by which any of its properties or assets may be bound thereby.

Appears in 2 contracts

Samples: Asset Sale Agreement (Edison Mission Energy), Commonwealth Edison Co

No Violation. Neither The Seller is not subject to, or obligated under, any charter, bylaw or contractual provision or any license, franchise or permit, or subject to any statute, regulation, rule, injunction, ruling, order or decree or other restriction, that, by its terms, would be breached or violated or would result in a default under (with or without notice or lapse of time or both), or result in the execution imposition of a Encumbrance or would accelerate any payment or obligation, delivery and performance trigger any right of first refusal or other purchase right as a result of such Seller executing or carrying out the transactions contemplated by this Agreement and of all Agreement, except for any breaches or violations that would not, individually or in the other agreements and instruments to be executed and delivered pursuant hereto aggregate, nor have a Material Adverse Effect on the Company or the Purchaser or substantially impair or delay the consummation of the transactions Transactions contemplated hereby hereby. No authorization, consent or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach approval of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under filing with, any Governmental Authority, including the Commission, or third party is necessary for the consummation by the Seller of the terms Transactions contemplated by this Agreement, conditions except for such authorizations, consents, approvals or provisions filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect on the Purchaser or the Company or substantially impair or delay the consummation of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound the Transactions contemplated hereby.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Digital Power Corp), Securities Purchase Agreement (Digital Power Corp)

No Violation. Neither the The authorization, execution, delivery and performance ------------ of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto Agreement, nor the consummation of the transactions contemplated hereby or thereby hereunder, will, and the compliance with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions and provisions hereof and thereof by Purchaser, do not and will not: (i) violate, conflict with, result in a breach or provisions termination of, constitute a default under, require any notice, approval or consent under, give rise to a right of termination of, or accelerate the performance required by, any term or provision of any agreement, commitment or other instrument, or any order, judgment or decree to which either Purchaser is a party or by which Purchaser is bound that would have a Material Adverse Effect; (ii) violate any provision of the Certificate of Incorporation or Bylaws of Buyer Purchaser; or (iii) violate, (b) result in a breach of, conflict with or result in a violation require any notice, filing or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any statute, rule, regulation or other provision of the terms law, conditions or provisions any order, judgment or other direction of a court or other tribunal, or any notice, bond, mortgage, indenture, license, franchise other governmental requirement, permit, agreement registration, lease license or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity authorization applicable to Buyer Purchaser that would have a Material Adverse Effect or that would threaten or impede the consummation of the transactions contemplated by which any of its properties or assets may be bound this Agreement.

Appears in 2 contracts

Samples: Representations and Warrant (Superior Financial Corp /Ar/), Representations and Warrant (Superior Financial Corp /Ar/)

No Violation. Neither the The authorization, execution, delivery and performance ------------ of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto Agreement, nor the consummation of the transactions contemplated hereby or thereby hereunder, will, and the compliance with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions and provisions hereof by Seller do not and will not: (i) violate, conflict with, result in a breach or provisions termination of, constitute a default under, require any notice, approval or consent under, give rise to a right of termination of, or accelerate the performance required by, any term or provision of any agreement, commitment or other instrument, or any order, judgment or decree to which either Seller or Superior is a party or by which Seller, Superior or any of their respective assets are bound that would have a Material Adverse Effect; (ii) violate any provision of the Charter or Bylaws of Superior or any provision of the Certificate of Incorporation or Bylaws of Buyer Seller; or (iii) violate, (b) result in a breach of, conflict with or result in a violation require any notice, filing or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any statute, rule, regulation or other provision of the terms law, conditions or provisions any order, judgment or other direction of a court or other tribunal, or any notice, bond, mortgage, indenture, license, franchise governmental requirement, permit, agreement registration, lease license or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity authorization applicable to Buyer Seller or Superior that would have a Material Adverse Effect or that would threaten or impede the consummation of the transactions contemplated by which any of its properties or assets may be bound this Agreement.

Appears in 2 contracts

Samples: Representations and Warrant (Superior Financial Corp /Ar/), Representations and Warrant (Superior Financial Corp /Ar/)

No Violation. Neither the execution, The execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, will not violate or result in any a breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach by Company of, or constitute a default under, or require consent conflict with, or cause any acceleration of any Person obligation with respect to, ( i) any provision or give rise to restriction of its articles of incorporation, bylaws, or any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage loan, indenture, license or mortgage of Company, franchise or (ii) any provision or restriction of any lien, permit, lease agreement, lease contract, instrument, order, judgment, award, decree, ordinance, or regulation or any other instrument restriction of any kind or obligation character to which Buyer any assets or properties of Company is a party subject or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be Company is bound.

Appears in 2 contracts

Samples: Goldspring Inc, Goldspring Inc

No Violation. Neither the execution, The execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, will not violate or result in any a breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach by Global of, or constitute a default under, or require consent conflict with, or cause any acceleration of any Person obligation with respect to, ( i) any provision or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions restriction of any notice charter, bond bylaw, mortgage loan, indenture, license or mortgage of Global, franchise or (ii) any provision or restriction of any lien, permit, lease agreement, lease contract, instrument, order, judgment, award, decree, ordinance, or regulation or any other instrument restriction of any kind or obligation character to which Buyer any assets or properties of Global is a party subject or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be Global is bound.

Appears in 2 contracts

Samples: Exchange Agreement (Delta International Mining & Exploration Inc), Delta International Mining & Exploration Inc

No Violation. Neither the execution, The execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, will not violate or result in any a breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach by Seller of, or constitute a default under, or require consent conflict with, or cause any acceleration of any Person obligation with respect to, ( i) any provision or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions restriction of any notice charter, bond bylaw, mortgage loan, indenture, license or mortgage of Seller, franchise or (ii) any provision or restriction of any lien, permit, lease agreement, lease contract, instrument, order, judgment, award, decree, ordinance, or regulation or any other instrument restriction of any kind or obligation character to which Buyer any assets or properties of Seller is a party subject or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be Seller is bound.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Action Performance Companies Inc), Asset Purchase Agreement (Roo Group Inc)

No Violation. Neither the execution, The execution and delivery and performance of this Agreement and of all the other documents and agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of to this Agreement to consummate the transactions contemplated hereby do not and will not (i) to the knowledge of Purchaser, violate any provision of the terms of any applicable law, rule or thereby, will, with or without the passage regulation of time or the delivery of notice or both any governmental body having jurisdiction, ( a ii) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, under any of the terms, conditions or provisions of, or result in the breach of, or accelerate or permit the acceleration of the performance required by, any notice note, bond, mortgage, indenture, license, franchise, permit, agreement, lease agreement or other instrument or obligation of any nature whatsoever to which Buyer Purchaser is a party party, or by which Buyer (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its properties property or assets may be bound assets, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound and are enforceable in accordance with their terms.

Appears in 2 contracts

Samples: Patent Purchase Agreement (Nano Proprietary Inc), Asset Purchase Agreement (Nano Proprietary Inc)

No Violation. Neither the execution, The execution and delivery and performance of this Agreement and of all the other agreements Operative Agreements do not, and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby and thereby shall not, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach violation of, or default under (with or without notice or lapse of the terms time, conditions or provisions both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Buyer, Purchaser or ( b ii) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, material mortgage, indenture, license lease, contract or other agreement or instrument, permit, concession, franchise, permit license, agreement judgment, lease order, decree, statute, law, ordinance, rule or other instrument regulation applicable to the Purchaser or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound assets. No consent, approval, order or authorization of, or (c) violate any statute registration, ordinance declaration or law or any rule filing with, regulation, order, writ, injunction or decree of any Governmental Entity applicable is required by or with respect to Buyer Purchaser or in connection with the execution and delivery of this Agreement or the other Operative Agreements or the consummation by which any Purchaser of its properties the transactions contemplated hereby or assets may be bound thereby.

Appears in 2 contracts

Samples: I2 Technologies Inc, Vialink Co

No Violation. Neither the execution, The execution and delivery and performance of this Agreement by LGLC and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation by LGLC of the transactions contemplated hereby will not cause a breach or thereby, will violation of or default or result, with or without the passage giving of notice or the lapse of time or the delivery of notice or both, in a default or violation of, any provision of (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, LGLC; (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, material mortgage, indenture lien, lease, agreement, license, franchise instrument, permit, agreement, lease judgment or other instrument or obligation decree to which Buyer is a party or by which Buyer LGLC or any of its properties or assets may be (real, personal or mixed, tangible or intangible) are bound , ; or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound Law.

Appears in 2 contracts

Samples: Option Agreement (Umami Sustainable Seafood Inc.), Option Agreement (Lions Gate Lighting Corp.)

No Violation. Neither To the execution best of Buyers' knowledge, none of the execution and delivery and performance of this Agreement and by the Buyer, the performance by the Buyers of all the other agreements and instruments to be executed and delivered pursuant hereto their obligations hereunder or thereunder, nor or the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, thereby will (a) conflict with, violate or result in any breach provision of the terms, conditions or provisions charter documents of the Certificate of Incorporation or Bylaws of any Buyer, (b) violate, or be in conflict with with, or result in a violation or breach permit the termination of, or constitute a default under or breach of, or cause the acceleration of the maturity of, any contract, debt, or other obligation of any of the Buyers, which violation, conflict, default, breach, termination or acceleration, either individually or in the aggregate with all other such violations, conflicts, defaults, breaches, terminations and accelerations, would have a material adverse effect on the business, assets or financial condition of the Buyers, (c) require the consent of any Person ( other party to, or give rise to result in the creation or imposition of any right of termination, cancellation lien upon any property or acceleration) under, any assets of the terms, conditions Buyers under any agreement or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation commitment to which any Buyer is a party or by which any Buyer or any of its properties or assets may be is bound, or ( c d) violate to the knowledge any statute Buyer, ordinance violates any statute or law or any rule judgment, decree, order, regulation, order, writ, injunction or decree rule of any Governmental Entity applicable court or governmental authority to Buyer or by which any of its properties or assets may be bound Buyer is subject.

Appears in 2 contracts

Samples: Representations and Warrant (Bongiovi Entertainment Inc), Representations and Warrant (Interruption Television Inc)

No Violation. Neither To the execution best of Seller's knowledge, none of the execution and delivery and performance of this Agreement and by Seller, the performance by Seller of all the other agreements and instruments to be executed and delivered pursuant hereto its obligations hereunder or thereunder, nor or the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, thereby will (a) conflict with, violate or result in any breach provision of the terms, conditions or provisions charter documents of the Certificate of Incorporation or Bylaws of Buyer Seller, (b) violate, or be in conflict with with, or result in a violation or breach permit the termination of, or constitute a default under or breach of, or cause the acceleration of the maturity of, any contract, debt, or other obligation of Seller, which violation, conflict, default, breach, termination or acceleration, either individually or in the aggregate with all other such violations, conflicts, defaults, breaches, terminations and accelerations, would have a material adverse effect on the business, assets or financial condition of Seller, (c) require the consent of any Person ( other party to, or give rise to any right of termination, cancellation result in the creation or acceleration) under, any of the terms, conditions or provisions imposition of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease lien upon any property or other instrument assets of Seller under any agreement or obligation commitment to which Buyer Seller is a party or by which Buyer or any of its properties or assets may be Seller is bound, or ( c d) violate any statute, ordinance statute or law or any rule judgment, decree, order, regulation, order, writ, injunction or decree rule of any Governmental Entity applicable court or governmental authority to Buyer or by which any of its properties or assets may be bound Seller is subject.

Appears in 2 contracts

Samples: Representations and Warrant (Bongiovi Entertainment Inc), Representations and Warrant (Interruption Television Inc)

No Violation. Neither Assuming effectuation of all filings and ------------- registrations with, termination or expiration of any applicable waiting periods imposed by and receipt of all Permits or Orders of, Courts and/or Governmental Authorities indicated as required in Section 5.5, the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments or any instrument required to be executed and delivered pursuant hereto by Acquiror and Newco at Closing, nor and the consummation of the transactions contemplated hereby or thereby and thereby and compliance with the provisions hereof and thereof, will will not, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default (with or require consent without notice or lapse of any Person ( time, or both) under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the terms properties or assets of Acquiror or Newco under, conditions (i) the certificate of incorporation or provisions by-laws of Acquiror Newco, (ii) any notice loan or credit agreement, note, bond, mortgage, indenture, license lease or other agreement, instrument, concession, franchise, permit license, agreement Permit, lease Order, or other instrument similar authorization applicable to Acquiror or obligation to which Buyer is a party or by which Buyer Newco or any of its their respective properties or assets may be bound, or ( c iii) violate assuming the effectuation of all filings and registrations with, termination or expiration of any applicable waiting periods imposed by and receipt of all Permits or Orders of, Courts and/or Governmental Authorities indicated as required in Section 5.5, any judgment, Order, decree, statute, ordinance Law, ordinance, rule or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity regulation applicable to Buyer Acquiror or by which Newco any of its their properties or assets may be bound assets, other than, in the case of clauses(ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate are not (x) reasonably likely to have a Material Adverse Effect on Acquiror or Newco, (y) reasonably likely to impair the ability of Acquiror or Newco to perform its obligations under this Agreement or (z) reasonably likely to impair the ability of Acquiror or Newco to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concurrent Computer Corp/De)

No Violation. Neither Except as contemplated in Sections 5.1(f) and 5.8 of this Agreement, the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, will not violate or result in any a breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach by Seller of, or constitute a default under, or require consent conflict with, or cause any acceleration of any Person obligation with respect to, ( i) any provision or give rise restriction of any charter, bylaw, loan, indenture, or mortgage of Seller, or (ii) any provision or restriction of any lien, lease agreement, contract, instrument, order, judgment, award, decree, ordinance, or regulation or any other restriction of any kind or character to any right of termination, cancellation or acceleration) under, which any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer Transferred Assets is a party subject or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable Seller is bound with respect to Buyer or by which any of its properties or assets may be bound the Business.

Appears in 1 contract

Samples: Representations and Warrant (Action Performance Companies Inc)

No Violation. Neither Except as disclosed in Schedule 4.3, neither the execution, execution and delivery and performance of this Agreement and of all by the other agreements and instruments to be executed and delivered pursuant hereto Seller, nor the consummation by the Seller of the transactions contemplated hereby or thereby, will nor compliance by the Seller with any of the terms or provisions hereof or thereof, will (i) violate, conflict with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any a breach of the terms, conditions or provisions any provision of the Certificate of Incorporation or Bylaws of Buyer the Seller, ( b ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or injunction applicable to the Seller, or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in a violation or breach of, or constitute a default or require consent the creation of any Person ( lien, pledge, security interest, charge or give rise to other encumbrance upon any right of termination, cancellation the properties or acceleration) under, assets of the Seller under any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit, agreement, lease agreement or other instrument or obligation to which Buyer the Seller is a party party, or by which Buyer the Seller or any of its properties or assets may be bound, bound or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound affected.

Appears in 1 contract

Samples: Asset Purchase Agreement and Plan of Reorganization (Nui Corp /Nj/)

No Violation. Neither Except as may be required under the anti-competition laws or regulations of the European Union or any foreign jurisdiction in which the Seller or DISH (directly or through affiliates, in each case) has material assets or conducts material operations, none of the execution, delivery and or performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto Agreement, nor the consummation by DISH of the transactions contemplated hereby or thereby, will, compliance by DISH with or without any of the passage of time or the delivery of notice or both, provisions hereof will ( a i) conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate certificate of Incorporation incorporation, bylaws or Bylaws similar organizational documents of Buyer DISH or any of its affiliates, ( b ii) conflict with require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or require consent of any Person (or give rise to any right of termination, amendment, cancellation or acceleration) under , or result in the creation of a Lien on any property or assets owned by DISH or any of its affiliates pursuant to, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, lease, license, franchise contract, permit, agreement, lease agreement or other instrument or obligation to which Buyer DISH or any of its affiliates is a party or by which Buyer any of them or any of its their properties or assets may be bound, or ( c iv) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, judgment, permit, license, ordinance, law, statute, rule or decree of any Governmental Entity regulation applicable to Buyer or by which DISH, any of its affiliates or any of their properties or assets may be bound assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches, defaults or Liens which are not, individually or in the aggregate, reasonably likely to materially adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Implementation Agreement (ICO Global Communications (Holdings) LTD)

No Violation. Neither Except as set forth in Schedule 2.05 hereto, neither the execution, execution and delivery and performance of this Agreement or of any of the Documents, the performance by the Seller of its obligations hereunder and of all the other agreements and instruments to be executed and delivered pursuant hereto thereunder, nor the consummation of the transactions contemplated hereby or thereby, thereby will , : (i) violate any provisions of the Articles of Incorporation or By-laws of the Seller; (ii) with or without the passage of time or the delivery giving of notice or the passage of time, or both, (a) violate, or be in conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any debt, contract, agreement or obligation of the Seller or require the payment of any prepayment or other penalty with respect thereto; (iii) require notice to or the consent of any Person (or give rise party to any right of termination agreement or commitment, cancellation or acceleration) under including, without limitation, any of the terms lease, conditions or provisions of any notice, bond, mortgage, indenture, sublease or license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer the Seller is a party party, or by which Buyer it or any of its properties is bound or subject or permit any such party to renegotiate, receive a refund with respect to, modify or otherwise change any such agreement or commitment; (iv) result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets may be bound of the Seller under any agreement or commitment to which it is a party, or by which it or its properties is bound or subject; or ( c v) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction regulation or decree rule of any Governmental Entity applicable court or governmental authority to Buyer which the Seller or by which any of its properties is bound or assets may be bound subject.

Appears in 1 contract

Samples: Asset Purchase Agreement (Disc Graphics Inc /De/)

No Violation. Neither Except as set forth in Schedule 3.05, neither the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby hereby, nor compliance by CGI or thereby UCB with any of the terms or provisions hereof (provided the required regulatory and shareholder approvals are obtained) will (i) violate any provision of the charters, will articles, certificates or bylaws of CGI or UCB; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CGI or UCB or any of their Properties (as defined in Section 11.10) or assets; (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without the passage of time notice or the delivery lapse of notice time, or both, (a would constitute a default) conflict with under, violate result in the termination or cancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any breach lien upon any of the terms, conditions respective Properties or provisions assets of the Certificate of Incorporation CGI or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) UCB under, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture indenture or deed of trust, or any material license, franchise, permit lease, agreement, lease contract or other instrument or obligation to which Buyer CGI or UCB is a party party, or by which Buyer CGI or UCB or any of its properties their respective Properties, assets or assets business activities may be bound, bound or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound subject.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Bank Group Inc)

No Violation. Neither Except as set forth in Schedule 3.3, neither the execution, ------------ execution and delivery and performance of this Agreement by Dogloo, and the performance by Dogloo of all the other agreements and instruments to be executed and delivered pursuant hereto, its obligations hereunder nor the consummation by Dogloo of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will (a) violate, conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate Articles of Incorporation or Bylaws of Buyer Dogloo, (b) violate, conflict with or result in a violation or breach of, or constitute a default (with or require consent without due notice or lapse of any Person ( time or give rise to any right of termination, cancellation or acceleration both) under, any of under the terms, conditions or provisions of any notice note, bond, mortgage, indenture indenture or deed of trust, or any material license , franchise, permit, agreement , lease or other instrument or obligation agreement to which Buyer Dogloo is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction judgment, injunction, decree, statute, rule or decree regulation of any Governmental Entity court or governmental authority applicable to Buyer or by which any of its properties or assets may be bound Dogloo.

Appears in 1 contract

Samples: Doskocil Manufacturing Co Inc

No Violation. Neither Except as set forth in Schedule 3.3, none of the execution, execution and delivery and performance of this Agreement and by Seller, the performance by Seller of all the other agreements and instruments to be executed and delivered pursuant hereto, nor its obligations hereunder or the consummation by Seller of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will (a) violate, conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate Governing Instruments of Incorporation Seller or Bylaws of Buyer Company, (b) violate, conflict with or result in a violation or breach of, or constitute a default (with or require consent without due notice or lapse of any Person ( time or give rise to any right of termination, cancellation or acceleration both) under, any of under the terms, conditions or provisions of any notice note, bond, mortgage, indenture indenture or deed of trust, or any material license , franchise, permit, agreement , lease or other instrument or obligation agreement to which Buyer Seller or the Company is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction judgment, injunction, decree, statute, rule or decree regulation of any court or Governmental Entity Authority applicable to Buyer Seller or by which any of its properties or assets may be bound the Company.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (MMC Energy, Inc.)

No Violation. Neither Except as set forth in Schedule 4.05 hereto, neither the execution, execution and delivery and performance of this Agreement or any of the Documents by Cars, the performance by Cars of its obligations hereunder and of all the other agreements and instruments to be executed and delivered pursuant hereto, thereunder nor the consummation of the transactions contemplated hereby or thereby thereby will, will directly or indirectly, with or without the passage of time or the delivery giving of notice or lapse of time, or both , : ( a i) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate Articles of Incorporation or Bylaws By-laws of Buyer Cars; (ii) violate, (b) or be in conflict with or result in a violation or breach of with, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any agreement, lease, mortgage, debt or obligation of Cars or require the payment, any pre-payment or other penalty with respect thereto; (iii) require notice to or the consent of any Person (or give rise party to any agreement or commitment to which Cars is a party, or by which it or its properties is bound or subject, including without limitation, any agreement or commitment containing a right of termination first refusal or similar right or permitting any party to re-negotiate, cancellation receive a refund, modify or acceleration otherwise change any agreement or commitment; (iv) under, any of result in the terms, conditions creation or provisions imposition of any notice security interest, bond lien, claim or other encumbrance upon any property or assets of Cars under any agreement, lease, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument debt or obligation to which Buyer it is a party or by which Buyer it or any of its properties is bound or assets may be bound, subject; or ( c v) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction regulation or decree rule of any Governmental Entity applicable court or governmental authority to Buyer which Cars or by which any of its properties is bound or assets may be bound subject.

Appears in 1 contract

Samples: Merger Agreement (Fidelity Holdings Inc)

No Violation. Neither Except as set forth in the execution Purchaser Disclosure Schedule, neither the execution and delivery and performance of this Agreement and of all by the other agreements and instruments to be executed and delivered pursuant hereto, Purchaser nor the consummation by the Purchaser of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will (a) conflict with, with or violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws By-Laws of Buyer the Purchaser or any of its subsidiaries, (b) conflict with or result in a violation or breach of, or constitute a default (with or require consent without notice or lapse of any Person ( time, or both) under, give rise to any right of termination, cancellation or acceleration) under acceleration of, or result in the imposition of any lien, charge or other encumbrance on any assets or property of the Purchaser or any of the terms, conditions or provisions of its subsidiaries pursuant to any notice note, bond, mortgage, indenture, license, franchise, permit contract, agreement, lease lease, license or other instrument or obligation to which Buyer the Purchaser or any of its subsidiaries is a party or by which Buyer the Purchaser, any of its subsidiaries, or any of its their respective assets or properties or assets may be are bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which would not have a Material Adverse Effect on the Purchaser or prevent the consummation of the transactions contemplated hereby or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity regulation applicable to Buyer or by which the Purchaser, any of its properties subsidiaries or any of their respective assets may be bound and properties, except for such violations which would not have a Material Adverse Effect on the Purchaser or prevent the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Collective Bargaining Agreement (Sentry Technology Corp)

No Violation. Neither Except as set forth on Schedule 2.3, neither ------------ ------------ the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby by each such Seller will (i) violate, breach or thereby, will, be in conflict with any provisions of Allied's certificate of incorporation or bylaws or (ii) with or without the passage of time or the delivery giving of notice or passage of time, or both, (a) violate, or be in conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in create a violation or breach of, lien under or constitute a default or require consent of any Person (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any notice contract, bond indenture, mortgage, indenture lease, license, franchise, permit, agreement, lease license or other instrument or obligation permit to which Buyer such Seller is a party or by which Buyer such Seller or any of its properties or such Seller's assets may be bound, bound or ( c iii) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction regulation or decree rule of any Governmental Entity applicable court or governmental or regulatory authority to Buyer or by which any of its properties or assets may be bound such Seller is subject.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Corinthian Colleges Inc)

No Violation. Neither Except as set forth on Schedule 2.3, neither the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby by each such Seller will (i) in the case of Lombard, violate, breach or thereby, will, be in conflict with any provisions of Lombard's certificate of limited partnership or agreement of limited partnership or (ii) with or without the passage of time or the delivery giving of notice or passage of time, or both, (a) violate, or be in conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in create a violation or breach of, lien under or constitute a default or require consent of any Person (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any notice material contract, bond indenture, mortgage, indenture lease, license, franchise, permit, agreement, lease license or other instrument or obligation permit to which Buyer such Seller is a party or by which Buyer such Seller or any of its properties or such Seller's assets may be bound, bound or ( c iii) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction regulation or decree rule of any Governmental Entity applicable court or governmental or regulatory authority to Buyer or by which any of its properties or assets may be bound such Seller is subject.

Appears in 1 contract

Samples: Corinthian Colleges Inc

No Violation. Neither Except as set forth on Schedule 3.2, Buyer is not a party to, subject to or bound by any note, bond, mortgage, indenture, deed of trust, agreement, lien, license, contract or other instrument or obligation or any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, administrative or regulatory body, governmental agency, arbitrator, mediator or similar body, franchise or license, which would (i) conflict with or be breached or violated or the rights or obligations thereunder accelerated, increased, modified, extinguished or terminated (whether or not with notice or lapse of time or both) by the execution, delivery and or performance by Buyer of this Agreement or (ii) prevent the carrying out of the transactions contemplated hereby. The execution of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby will not result in the creation of any Liens against Buyer or thereby any of its properties, will assets, with rights or without privileges, whether tangible or intangible. None of the passage of time or the execution and delivery of notice or both this Agreement by Buyer, (a) the performance by Buyer of its obligations hereunder, nor the consummation by Buyer of the transactions contemplated hereby will violate, conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of Buyer, (b) conflict with or result as currently in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound effect for Buyer.

Appears in 1 contract

Samples: Limited Liability Company Interest Purchase Agreement (SPX Corp)

No Violation. Neither Except as set forth on Schedule 4.3, neither the execution, execution and delivery by Polychem and performance Shareholder of this Agreement and or any of all the other agreements and instruments to be executed and delivered pursuant hereto Related Instruments, nor the consummation by Polychem and Shareholder of the transactions contemplated hereby or thereby, will will (i) violate any provision of the certificate of incorporation, with bylaws, or without the passage other governing documents of time Polychem, or the delivery of notice or both (ii) violate, (a) conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms, conditions or provisions of Assets under any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument or obligation restriction of any kind to which Buyer Polychem or Shareholder is a party or by which Buyer Polychem or Shareholder may be bound or affected or to which any of its properties or assets the Assets may be bound subject, or ( c iii) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable to Buyer court or by which any of its properties or assets may be bound governmental authority.

Appears in 1 contract

Samples: License and Asset Purchase Agreement (Conmat Technologies Inc)

No Violation. Neither Except as set forth on Schedule 4.6, neither the execution, ------------ ------------ execution and delivery and performance of this Agreement and or any of all the other agreements and instruments to be executed and delivered pursuant hereto Ancillary Documents, nor the consummation of the transactions contemplated hereby or and thereby, will does or will violate, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of any material provision of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, result in the termination of or permit any third party to terminate the charter or bylaws of 3Bs or 5Rs, or the terms trust agreements of either the Budwitz Trust or the Rice Trust, conditions or provisions the organizational documents of Billmart or any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease material agreement or other instrument or obligation to which Buyer the Sellers, Billmart or PrysmTech is a party or by which Buyer the Sellers, Billmart or PrysmTech or any of its their respective assets is subject or bound, or result in the creation or imposition of any mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, mineral rights, charges or encumbrances of any nature whatsoever on or security interest in (collectively, "Liens") the use of any of the properties or assets may be bound of the Sellers, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound Billmart and/or PrysmTech.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Merger (Radiant Systems Inc)

No Violation. Neither Except as set forth on Schedule 6.2 attached hereto, the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto Agreement, nor the consummation of the transactions contemplated hereby or thereby, will, by this Agreement and compliance with or without the passage of time or the delivery of notice or both, provisions hereof do not and will not: (a) conflict with, with or violate or result in any breach of the terms, conditions or provisions of Buyer's restated certificate of incorporation or by-laws, each as amended, or any resolution of the Certificate Board of Incorporation Directors or Bylaws the stockholders of Buyer, (b) violate any law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree or similar command of any court, administrative or governmental agency or other body applicable to Buyer, (c) violate or conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms material instrument, conditions agreement or provisions of indenture or any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease deed of trust or other instrument or obligation similar contract to which Buyer is a party or by which 10 Buyer is bound or any of its properties or assets may be bound affected, or ( c d) violate require the consent, authorization or approval of, or notice to, or filing or registration with, any statute governmental body or authority, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound other third party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

No Violation. Neither Except for the execution consent of TGPC to the admission of Buyer as a partner of Tuscarora, this Agreement, and the execution and delivery and performance of this Agreement by the Seller and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby will not, will, (i) conflict with or without require the passage consent of time any Person under the certificate of incorporation and bylaws of the Seller or the delivery general partnership agreement of notice or both Tuscarora, ( a ii) violate any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award judgment, writ, injunction or decree applicable to Seller or Tuscarora; (iii) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default under (whether with notice or lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require consent of any Person ( consent, authorization or give rise to any right of termination, cancellation or acceleration) approval under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license mortgage or lien, franchise or, permit, any material agreement, lease contract, commitment or other instrument or obligation to which Buyer the Seller or Tuscarora is a party or by which Buyer either is bound or to which any property of its properties or assets may be bound, either is subject; or ( c iv) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree result in the creation of any Governmental Entity applicable to Buyer material lien, charge or by which encumbrance on the Tuscarora Partnership Interest or Tuscarora under any of its properties such indenture, mortgage, lien, lease, agreement or assets may be bound instrument.

Appears in 1 contract

Samples: Sale Agreement (Tc Pipelines Lp)

No Violation. Neither Except for the filings, permits, authorizations, consents and approvals set forth in Schedule 4.3 or as may be required under, and other applicable requirements of the HSR Act or the anti-competition laws or regulations of the European Union or any foreign jurisdiction in which the Seller or the Buyer (directly or through subsidiaries, in each case) has material assets or conducts material operations and any applicable "bulk sales" laws, none of the execution, delivery and or performance of this Agreement or the Undertaking and of all Indemnity Agreement by the other agreements and instruments to be executed and delivered pursuant hereto Buyer, nor the consummation by the Buyer of the transactions contemplated hereby or thereby, will, compliance by the Buyer with or without any of the passage of time or the delivery of notice or both, provisions hereof will ( a i) conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate certificate of Incorporation incorporation, bylaws or Bylaws similar organizational documents of Buyer the Buyer or any of its subsidiaries, ( b ii) conflict with require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or require consent of any Person (or give rise to any right of termination, amendment, cancellation or acceleration) under , or result in the creation of a Lien on any property or assets owned by the Buyer or any of its subsidiaries pursuant to, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, lease, license, franchise contract, permit, agreement, lease agreement or other instrument or obligation to which the Buyer or any of its subsidiaries is a party or by which Buyer any of them or any of its their properties or assets may be bound, or ( c iv) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, judgment, permit, license, ordinance, law, statute, rule or decree of any Governmental Entity regulation applicable to Buyer or by which the Buyer, any of its subsidiaries or any of their properties or assets may be bound assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches, defaults or Liens which are not, individually or in the aggregate, reasonably likely to materially adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Dexter Corp

No Violation. Neither the execution, execution and delivery and performance by Bonds of this Agreement and or any of all the other agreements and instruments to be executed and delivered pursuant hereto Bonds Related Instruments, nor the consummation by Bonds of the transactions contemplated hereby or thereby, will will (i) violate any provision of the laws of the State of Washington, with the certificate of incorporation, bylaws or without the passage other governing documents of time Bonds, or the delivery of notice or both (ii) violate, (a) conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms, conditions or provisions of Bonds Assets under any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument or obligation restriction of any kind to which Buyer Bonds is a party or by which Buyer Bonds may be bound or affected or to which any of its properties or assets the Bonds Assets may be bound subject, or (c) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable to Buyer court or by which governmental authority, except, in the case of clause (ii) above, for any of its properties such event that would not have a Material Adverse Effect on Bonds or assets may be bound Newco.

Appears in 1 contract

Samples: Asset Contribution Agreement (Usabancshares Com Inc)

No Violation. Neither the execution, execution and delivery and performance by Buyer of this Agreement and of all or the other agreements and instruments to be executed and delivered pursuant hereto Assumption Agreement, nor the consummation by Buyer of the transactions contemplated hereby or thereby, will, with or without will violate any provision of the passage of time Pennsylvania Business Corporation Law or the delivery articles of notice incorporation or both bylaws of Buyer or violate, (a) conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms, conditions property or provisions assets of Buyer under any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument restriction of any kind or obligation character to which Buyer is a party or by which Buyer may be bound or affected or to which any of its properties the property or assets of Buyer may be bound subject, or (c) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable to Buyer court or by which any of its properties or assets may be bound governmental authority.

Appears in 1 contract

Samples: Asset Purchase Agreement (Microleague Multimedia Inc)

No Violation. Neither the execution, execution and delivery and performance by Buyer of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto Agreement, nor the consummation by Buyer of the transactions contemplated hereby or thereby, will, with or without will violate any provision of the passage laws of time the United Kingdom or the delivery organizational documents of notice Buyer or both violate, (a) conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms, conditions property or provisions assets of Buyer under any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument restriction of any kind or obligation character to which Buyer is a party or by which Buyer may be bound or affected or to which any of its properties the property or assets of Buyer may be bound subject, or (c) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable to Buyer court or by which any of its properties or assets may be bound governmental authority.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cti Group Holdings Inc)

No Violation. Neither the execution, execution and delivery and performance by Ecesis of this Agreement and of all the other agreements and instruments Related Instruments to be executed and delivered pursuant hereto which it is a party, nor the consummation by Ecesis of the transactions contemplated hereby or thereby, will will (i) violate any provision of the certificate of formation or initial operating agreement of Ecesis or (ii) violate, with or without the passage of time or the delivery of notice or both, (a) conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms, conditions property or provisions assets of Ecesis under any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument restriction of any kind or obligation character to which Buyer Ecesis is a party or by which Buyer it may be bound or affected or to which any of its properties property or assets may be bound subject, or ( c iii) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable to Buyer court or by which any of its properties or assets may be bound governmental authority.

Appears in 1 contract

Samples: License and Asset Purchase Agreement (Conmat Technologies Inc)

No Violation. Neither the execution, execution and delivery by Greenfield and performance Seidner of this Agreement and of all or the other agreements and instruments to be executed and delivered pursuant hereto Releases, nor the consummation by them of the transactions contemplated hereby or thereby thereby in accordance with the terms hereof or thereof, will will (a) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or without the passage lapse of time or the delivery of notice or both, (a would constitute a default) conflict with under, violate a result in the termination, or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any payment or other material obligations pursuant to, result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties of Greenfield or Seidner under, or result in any breach of the terms being declared void, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of voidable, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under without further binding effect, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, agreement lease, lease contract, agreement or other instrument instrument, commitment or obligation to which Buyer any of them is a party party, or by which Buyer either of them or their properties is bound or affected; (b) contravene or conflict with or constitute a violation of any provisions of its properties any law, regulation, judgment, injunction, order or assets may be bound, decree binding upon or applicable to Greenfield or Seidner; or (c) violate require any statute consent, ordinance approval or law authorization of, or declaration of or registration with, any rule, regulation, order, writ, injunction domestic governmental or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound regulatory authority.

Appears in 1 contract

Samples: Representations and Warrant (Retail Venture Partners L P Et Al)

No Violation. Neither the execution, execution and delivery by Jara and performance Love of this Agreement and of all or the other agreements and instruments to be executed and delivered pursuant hereto Releases, nor the consummation by them of the transactions contemplated hereby or thereby, will, thereby in accordance with the terms hereof or without the passage of time or the delivery of notice or both, thereof will (a) conflict with, violate with or result in any a breach of the terms, conditions or any provisions of the Certificate of Incorporation or Bylaws of Buyer, Jara; (b) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination, or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any payment or other material obligations pursuant to, result in the creation of any lien, security interest charge or encumbrance upon any of the material properties of Jara or Love under, or result in a violation or breach of being declared void, voidable, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under without further binding effect, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, agreement lease, lease contract, agreement or other instrument instrument, commitment or obligation to which Buyer any of them is a party party, or by which Buyer either of them or any of its their properties is bound or assets may be bound, or affected; (c) violate contravene or conflict with or constitute a violation of any statute, ordinance or law or provisions of any rule law, regulation, order, writ judgment, injunction order or decree of any Governmental Entity binding upon or applicable to Buyer Jara or by which Love; or (d) require any consent, approval or authorization of, or declaration of its properties or assets may be bound registration with, any domestic governmental or regulatory authority.

Appears in 1 contract

Samples: Representations and Warrant (Retail Venture Partners L P Et Al)

No Violation. Neither the execution execution and delivery by Jennifer or Sub, delivery and performance of this Agreement and of all or the other agreements and instruments to be executed and delivered pursuant hereto Releases, nor the consummation by any of them of the transactions contemplated hereby or thereby thereby in accordance with the terms hereof or thereof, will, with or without the passage of time or the delivery of notice or both, will (a ) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b ) conflict with or result in a violation breach of any provisions of their respective Certificate of Incorporation or Bylaws; (b) violate, conflict with, result in a breach of any provision of, or constitute a default (or require consent an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination, or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any Person ( payment or give rise to other material obligations pursuant to, result in the creation of any right lien, security interest, charge or encumbrance upon any of termination the material properties of Jennifer or Sub under, cancellation or acceleration) under result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, agreement lease, lease contract, agreement or other instrument instrument, commitment or obligation to which Buyer any of them is a party or by which Buyer or any of its properties or assets may be bound party, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its them or their properties is bound or assets may be bound affected; (c) contravene or conflict with or constitute a violation of any provisions of any law, regulation, judgment, injunction, order or decree binding upon or applicable to any of them; or (d) require any consent, approval or authorization of, or declaration of or registration with, any domestic governmental or regulator authority.

Appears in 1 contract

Samples: Representations and Warrant (Retail Venture Partners L P Et Al)

No Violation. Neither the execution execution and delivery by Jennifer or Sub, delivery and performance of this Agreement and of all or the other agreements and instruments to be executed and delivered pursuant hereto Releases, nor the consummation by any of them of the transactions contemplated hereby or thereby thereby in accordance with the terms hereof or thereof, will, with or without the passage of time or the delivery of notice or both, will (a ) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b ) conflict with or result in a violation breach of any provisions of their respective Certificate of Incorporation or Bylaws; (b) violate, conflict with, result in a breach of any provision of, or constitute a default (or require consent an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination, or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any Person ( payment or give rise to other material obligations pursuant to, result in the creation of any right lien, security interest, charge or encumbrance upon any of termination the material properties of Jennifer or Sub under, cancellation or acceleration) under result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, agreement lease, lease contract, agreement or other instrument instrument, commitment or obligation to which Buyer any of them is a party or by which Buyer or any of its properties or assets may be bound party, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its them or their properties is bound or assets may be bound affected; (c) contravene or conflict with or constitute a violation of any provisions of any law, regulation, judgment, injunction, order or decree binding upon or applicable to any of them; or (d) require any consent, approval or authorization of, or declaration, of or registration with, any domestic governmental or regulatory authority.

Appears in 1 contract

Samples: Purchase and Termination Agreement (Jennifer Convertibles Inc)

No Violation. Neither the execution execution and delivery by MARA of this Agreement, nor the consummation by MARA of the transactions contemplated hereby will (a) to his knowledge, conflict with or violate any statute, law, regulation, rule, order, judgment or decree of any court or Governmental Authority binding upon or applicable to MARA, or (b) result in the breach or violation of any provision of any contract, indenture, mortgage, lease, or other obligation or instrument, any judgment, or any order or decree of any court or other agency of government, or cause any acceleration thereof, to which MARA, or any of his respective properties or assets are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such contract, indenture, agreement, or other instrument, or result in the creation or imposition of any liability, lien, charge, restriction, claim, or encumbrance of any nature whatsoever upon any of the properties or assets of MARA. MARA is not a party to, nor is it bound by, and the Patents are not subject to, any agreement or commitment that prohibits the execution and delivery and performance by GetFugu of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor or the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound hereby.

Appears in 1 contract

Samples: Agreement (Madero, Inc.)

No Violation. Neither the execution, execution and delivery and performance by Purchaser of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, will ( a i) conflict with, violate or result in any a breach of the terms, conditions certificate of incorporation or provisions the by-laws or other applicable organizational documents of the Certificate of Incorporation or Bylaws of Buyer Purchaser, ( b ii) conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or require consent of any Person ( or give rise to any right of termination, cancellation or acceleration) acceleration under , or result in the creation of any lien on or against any of the properties of Purchaser pursuant to, any of the terms, terms or conditions or provisions of any notice note, bond, mortgage, indenture, license, franchise, permit, agreement, lease agreement or other instrument or obligation to which Buyer Purchaser is a party or by which Buyer it or any of its properties or assets may be bound, or ( c iii) violate any statute, ordinance or law or any law, rule, regulation, order, writ, injunction injunction, judgment, order or decree of any Governmental Entity applicable to Buyer governmental entity, binding on Purchaser or by which any of its properties or assets may be bound assets.

Appears in 1 contract

Samples: Guarantee Agreement (Dirsamex Sa De Cv)

No Violation. Neither the execution, execution and delivery and performance by Seller of this Agreement and or any of all the other agreements and instruments to be executed and delivered pursuant hereto Related Instruments, nor the consummation by Seller of the transactions contemplated hereby or thereby, will will violate any provision of the laws of the United Kingdom or any other applicable law, with or without the passage of time or the delivery articles of notice incorporation, bylaws or both other governing documents of Seller, (a) or, except as set forth on Schedule 4.3, violate, conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms, conditions or provisions of Assets under any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument or obligation restriction of any kind to which Buyer Seller is a party or by which Buyer Seller may be bound or affected or to which any of its properties or assets the Assets may be bound subject, or (c) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable court or governmental authority, except for violations that would not have a material adverse effect on Seller's business, assets, earnings or prospects; provided, however, that, subject to the breach of any representation contained in Section 4.16 hereof, nothing in this Agreement shall make Seller liable to Buyer or for the termination of any agreement by which any of its properties or assets may be bound a third party where such termination was in compliance with such agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cti Group Holdings Inc)

No Violation. Neither the execution, execution and delivery by USAB and performance USAC of this Agreement and or any of all the other agreements and instruments to be executed and delivered pursuant hereto USAB Related Instruments, nor the consummation by USAB and USAC of the transactions contemplated hereby or thereby, will will (i) violate any provision of the laws of the Commonwealth of Pennsylvania, with their respective certificates of incorporation, bylaws or without the passage other governing documents of time USAB and USAC, or the delivery of notice or both (ii) violate, (a) conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon the USAC Stock or any of the terms assets owned by USAC, conditions whether tangible or provisions of intangible and wherever situated (the "USAC Assets") under any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument or obligation restriction of any kind to which Buyer USAB or USAC is a party or by which Buyer USAB or USAC may be bound or affected or to which the USAC Stock or any of its properties or assets the USAC Assets may be bound subject, or (c) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable to Buyer court or by which governmental authority, except, in the case of clause (ii) above, for any of its properties such event that would not have a Material Adverse Effect on USAC or assets may be bound Newco.

Appears in 1 contract

Samples: Asset Contribution Agreement (Usabancshares Com Inc)

No Violation. Neither the execution, execution and delivery and performance by either Seller of this Agreement and or any of all the other agreements and instruments to be executed and delivered pursuant hereto Related Instruments, nor the consummation by either Seller of the transactions contemplated hereby or thereby, will, with or without will violate any provision of the passage laws of time the British Virgin Islands (in the case of Parent) or the delivery Tennessee Business Corporation Act (in the case of notice the Company), or both the articles of incorporation, (a) bylaws or other governing documents of such Seller, or violate, conflict with , violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of , or constitute a default or require consent of any Person (or give rise to any right an event or condition which, with notice or lapse of termination time or both, cancellation or acceleration would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms Assets under any note, conditions or provisions of any notice, bond, bond mortgage, indenture, deed of trust, license, franchise lease, permit contract, agreement commitment, lease understanding, arrangement, agreement or other instrument or obligation restriction of any kind to which Buyer either Seller is a party or by which Buyer either Seller may be bound or affected or to which any of its properties or assets the Assets may be bound subject, or (c) violate any statute, ordinance statute or law or any rule judgment, regulation decree, order, writ, injunction injunction, regulation or decree rule of any Governmental Entity applicable to Buyer court or by which any of its properties governmental authority, except for violations that would not have a material adverse effect on such Seller's business, assets, earnings or assets may be bound prospects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Microleague Multimedia Inc)

No Violation. Neither the execution, execution and delivery and performance by either of the Buyers of this Agreement and of all the other agreements and instruments any Documents to be executed and delivered pursuant hereto which such Buyer is a party, nor the consummation by either of the Buyers of the transactions contemplated hereby or thereby, will, with or without nor the passage performance by either of time the Buyers of this Agreement or the delivery of notice or both Documents in compliance with the terms and conditions hereof and thereof will: (i) violate, (a) conflict with, violate with or result in any breach of the terms certificate of incorporation or bylaws of either Buyers, conditions or provisions of the Certificate of Incorporation any trust agreement, judgment, decree, injunction, order, writ, statute, rule or Bylaws of regulation applicable to either Buyer ; (ii) violate, (b) conflict with or result in a violation or breach of breach, or constitute a default or require consent of any Person termination (or give rise to any right of termination, cancellation or acceleration) under of the maturity of any payment date or any of the obligations of either Buyer under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to either Buyer or any of the terms, conditions or provisions of any notice, bond, material mortgage, indenture, note, license, franchise, permit, agreement, lease agreement or other instrument or obligation related to either Buyer or to either Buyer's ability to consummate the transactions contemplated hereby or thereby to which either Buyer is a party party, except for such defaults (or by rights of termination, cancellation or acceleration) as to which Buyer requisite waivers or consents have been obtained in writing and except for any such default that would not result in an adverse effect on its business; or (iii) require the consent, waiver, authorization or approval of its properties any federal, state or assets may be bound local government or governmental department, agency, board, commission, bureau, instrumentality, or (c) violate any statute public or self-regulatory body or authority, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer other Person, entity or by which any of its properties or assets may be bound organization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Staffmark Inc)

No Violation. Neither the execution, execution and delivery and performance by either of the Buyers of this Agreement and of all the other agreements and instruments any Documents to be executed and delivered pursuant hereto which such Buyer is a party, nor the consummation by either of the Buyers of the transactions contemplated hereby or thereby, will, with or without nor the passage performance by either of time the Buyers of this Agreement or the delivery of notice or both Documents in compliance with the terms and conditions hereof and thereof will: (i) violate, (a) conflict with, violate with or result in any breach of the terms certificate of incorporation or bylaws of either Buyers, conditions or provisions of the Certificate of Incorporation any trust agreement, judgment, decree, injunction, order, writ, statute, rule or Bylaws of regulation applicable to either Buyer ; (ii) violate, (b) conflict with or result in a violation or breach of breach, or constitute a default or require consent of any Person termination (or give rise to any right of termination, cancellation or acceleration) under of the maturity of any payment date or any of the obligations of either Buyer under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to either Buyer or any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, note, license, franchise, permit, agreement, lease agreement or other instrument or obligation related to either Buyer or to either Buyer's ability to consummate the transactions contemplated hereby or thereby to which either Buyer is a party party, except for such defaults (or by rights of termination, cancellation or acceleration) as to which Buyer requisite waivers or consents have been obtained in writing and except for any such default that would not result in an adverse effect on its business; or (iii) require the consent, waiver, authorization or approval of its properties any federal, state or assets may be bound local government or governmental department, agency, board, commission, bureau, instrumentality, or (c) violate any statute public or self-regulatory body or authority, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer other Person, entity or by which any of its properties or assets may be bound organization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Staffmark Inc)

No Violation. Neither the execution, execution and delivery and performance by the Seller of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation by the Seller of the transactions contemplated hereby or thereby, in accordance with the terms hereof will , with or without the passage of time or the delivery of notice or both, : ( a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b i) conflict with or result in a violation breach of any provisions of the articles of incorporation or bylaws of the Seller; (ii) conflict with, result in a breach of any provision of or the modification or termination of, or constitute a default under or require consent result in the creation or imposition of any Person ( lien, security interest, charge or give rise to any right of termination, cancellation or acceleration) under, encumbrance upon any of the terms assets of the Seller pursuant to, conditions or provisions of any notice material commitment, bond lease, mortgage, indenture, license, franchise, permit, agreement, lease contract or other material agreement or instrument or obligation to which Buyer the Seller is a party party, or, if any such conflict, breach, modification, termination or by which Buyer default shall result, each such conflict, breach, modification, termination or default shall be cured at Closing; or (iii) violate or result in a change in any rights or obligations under any governmental permit or license (other than with respect to permits or licenses that are non-transferable and that relate to the use and operation of the Seller's Milpitas, California facility) or any of its properties or assets may be bound order, or (c) violate any statute arbitration award, ordinance or law or any rule, regulation, order judgment, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity regulation applicable to Buyer or by which any of its properties or assets may be bound the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dryclean Usa Inc)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, Transaction Documents nor the consummation by Purchaser and Guarantor of the transactions contemplated hereby or thereby Contemplated Transactions, will, with or without the passage of time or the delivery of notice or both, will ( a i) conflict with, violate with or result in a breach of any breach of the terms, conditions or provisions of Purchaser's or Guarantor's certificate of incorporation or other governing or charter document, or of any statute or administrative regulation, or, to the Certificate best of Incorporation their knowledge, of any order, writ, injunction, judgment or Bylaws decree of Buyer any court or governmental authority or of any arbitration award or any agreement binding upon Purchaser or Guarantor or their respective assets, ( b ii) assuming compliance with the matters set forth in Section 5.01(d), to the best of their knowledge, contravene or conflict with or result in a violation or breach of with, or constitute a default or require consent violation of, any provisions of any Person Applicable Law binding upon Purchaser or Guarantor, or ( iii) assuming compliance with the matters set forth in Section 5.01(d), constitute a default under, or give rise to any right of termination, cancellation or acceleration) under acceleration of, any of the terms, conditions or provisions to a loss of any notice benefit to which Purchaser or Guarantor is entitled under any provision of any contract, bond, mortgage, indenture, agreement or other instrument of any license, franchise, permit permit or similar authorization held by Purchaser or Guarantor and which default would have a Material Adverse Effect on Purchaser, agreement, lease Guarantor or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound the Business.

Appears in 1 contract

Samples: Transaction Agreement (Noven Pharmaceuticals Inc)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto here under, nor the consummation of the transactions contemplated hereby nor its compliance with the terms hereof will (i) violate any provision of its certificate of incorporation or thereby bylaws, will in the case of NSC and NAC, or certificate of incorporation (teikan), in the case of NKK; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to it, or any of its properties or assets; or (iii) violate, conflict with, result in a breach of any of the provisions of, result in the loss of any material benefit under, constitute a default (or an event which, with notice or without the passage lapse of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or would constitute a default or require consent of any Person ( default) under or give rise to any right of termination, acceleration or cancellation with respect to, or acceleration) under result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of the terms, conditions its property or provisions of assets under any notice note, bond , loan, mortgage, indenture, obligation, deed of trust, license , lease, agreement, permit, concession, grant, franchise, permit judgment, agreement injunction, lease order, decree or any security issued by it or any other instrument or obligation to which Buyer it is a party or by which Buyer it or any of its properties or assets may be bound, bound or (c) violate any statute, ordinance affected either directly or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound indirectly.

Appears in 1 contract

Samples: Agreement (Avatex Corp)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto here under, nor the consummation of the transactions contemplated hereby nor its compliance with the terms hereof will (i) violate any provision of its certificate of incorporation or thereby bylaws; (ii) violate any statute, will code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to it, or any of its properties or assets; or (iii) violate, conflict with, result in a breach of any of the provisions of, result in the loss of any material benefit under, constitute a default (or an event which, with notice or without the passage lapse of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or would constitute a default or require consent of any Person ( default) under or give rise to any right of termination, acceleration or cancellation with respect to, or acceleration) result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of its property or assets under, any of the terms, conditions or provisions of any notice note, bond , loan, mortgage, indenture, obligation, deed of trust, license , lease, agreement, permit, concession, grant, franchise, permit judgment, agreement injunction, lease order, decree or any security issued by it or any other instrument or obligation to which Buyer it is a party or by which Buyer it or any of its properties or assets may be bound, bound or (c) violate any statute, ordinance affected either directly or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound indirectly.

Appears in 1 contract

Samples: Agreement (Avatex Corp)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all the other agreements Indemnification and instruments to be executed and delivered pursuant hereto, Escrow Agreement nor the consummation of the transactions contemplated hereby or thereby, will, thereby nor compliance by TRK with any of the provisions hereof or without the passage of time or the delivery of notice or both, thereof will (a) violate or conflict with any provision of the certificate of incorporation or by-laws of TRK or (assuming compliance with the HSR Act) any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TRK, or (b) violate or conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of any provision of, or constitute a default or require consent of any Person (or give rise to any right event which, with or without due notice or lapse of termination time, cancellation or acceleration both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon the stock or any of the properties or assets of TRK under any of the terms, conditions or provisions of any notice note, bond, mortgage, indenture, deed of trust, license, franchise lease, permit, agreement, lease agreement or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound TRK.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omniquip International Inc)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and the Seller Note by either of all Buyers and the other agreements and instruments to be executed and delivered pursuant hereto, performance by either Buyer of its obligations hereunder or under the Seller Note nor the consummation by such Buyer of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, thereby will (a) violate, conflict with, violate with or result in any breach of the terms, conditions or provisions any provision of the Certificate Governing Documents of Incorporation or Bylaws of such Buyer, (b) violate, conflict with or result in a violation or breach of, or constitute a default (with or require consent without due notice or lapse of any Person ( time or give rise to any right of termination, cancellation or acceleration both) under, any of under the terms, conditions or provisions of any notice note, bond, mortgage, indenture indenture or deed of trust, or any license , franchise, permit, agreement , lease or other instrument or obligation agreement to which such Buyer is a party or by which (c) violate an order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to such Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound Buyers’ Affiliates.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ctpartners Executive Search Inc.)

No Violation. Neither the execution, execution and delivery and performance of this Agreement and of all the other agreements documents and instruments to be executed and delivered pursuant hereto contemplated hereby, nor the consummation of the transactions contemplated hereby or thereby, will, nor the performance of this Agreement and such other documents and instruments in compliance with or without the passage of time or the delivery of notice or both, terms and conditions hereof and thereof will ( a i) conflict with, violate with or result in any breach of the terms any trust agreement, conditions charter documents, by-law, judgment, decree, order, statute or provisions of the Certificate of Incorporation regulation applicable to Acquisition or Bylaws of Buyer PHMX, ( b ii) conflict require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, (iii) result in a violation breach of or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, under any Law or any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, note, license, franchise, permit, agreement, lease agreement or other instrument or obligation to which Buyer Acquisition or PHMX is a party or by which Buyer or any of its properties or assets may be bound, or ( c v) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction injunction, decree, statute, rule or decree of any Governmental Entity regulation applicable to Buyer Acquisition or by which any of its properties or assets may be bound PHMX.

Appears in 1 contract

Samples: Amended and Restated Agreement (Phymatrix Corp)