Common use of No Violations and Consents Clause in Contracts

No Violations and Consents. (a) The execution, delivery and performance of this Agreement by the Seller does not and will not, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in a breach of, or constitute a default under, the Certificate of Formation or Operating Agreement of the Seller or any of its Affiliates or any Law or any Purchased Contract; (ii) result in the creation of any Lien upon any of the Purchased Assets; (iii) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, or refuse to perform, any Purchased Contract; (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed by Seller or any of its Affiliates, or any rights or benefits are to be received by any Person, under any Purchased Contract; or (v) violate or result in a default (or give rise to any right of termination, suspension, modification, cancellation, or acceleration) in any material respect under any other indebtedness or obligation, lease, contract, other agreement, commitment, indenture, mortgage, deed of trust, or other instrument, document, or arrangement to which Seller or any of its Affiliates is a party or by which any of the Purchased Assets is bound.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dayton Power & Light Co)

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No Violations and Consents. (a) The Except as set forth on Schedule 3.3(a) of the Disclosure Schedules, neither the execution, delivery and performance of this Agreement, the Ancillary Agreements or any other agreement delivered in connection herewith by Seller, nor the consummation of the Acquisition by Seller or any other transaction contemplated by this Agreement or any other agreement delivered in connection herewith by the Seller Seller, does not and will notor will, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in a breach of, or constitute a default under, the Certificate formation or governing documents of Formation Seller, any Law or Operating Agreement of the Order, or any permit or Transferred Contract, to which Seller is a party or by which Seller or any of its Affiliates the Purchased Assets are subject or any Law or any Purchased Contractbound; (ii) result in the creation of any Lien or other adverse interest upon any of the Purchased Assets; (iii) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, or refuse to perform, any Purchased ContractTransferred Contract to which Seller is a party; or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed by Seller or any of its Affiliatesperformed, or any rights or benefits are to be received by any Personreceived, under any Purchased Contract; or (v) violate or result in a default (or give rise to any right of termination, suspension, modification, cancellation, or acceleration) in any material respect under any other indebtedness or obligation, lease, contract, other agreement, commitment, indenture, mortgage, deed of trust, or other instrument, document, or arrangement Transferred Contract to which Seller or any of its Affiliates is a party or by which any of the Purchased Assets is boundparty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Novatel Wireless Inc)

No Violations and Consents. (a) The Neither the execution, delivery and performance of this Agreement by Seller, nor the Seller consummation of the sale of the Purchased Assets or any other transaction contemplated by this Agreement, does not and will notor will, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in a breach of, or constitute a default under, the Certificate of Formation or Operating Agreement operating agreement of the Seller, or any Material Contract to which Seller is a party or by which Seller or any of its Affiliates the Purchased Assets is subject or any Law or any Purchased Contractbound, subject to obtaining the consents, authorizations and approvals listed on Section 7.03(b) of the Disclosure Schedule; (ii) violate, in any material respect, any material Law or Order, assuming that the Gaming Approvals, Liquor Approvals, and any other approvals from Government Authorities have been obtained (including the lapse of any waiting period under the HSR Act); (iii) result in the creation of any Lien or other adverse interest upon any of the Purchased Assets; (iiiiv) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, or refuse to perform, any Purchased ContractMaterial Contract to which Seller is a party; or (ivv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed by Seller or any of its Affiliatesperformed, or any rights or benefits are to be received by any Personreceived, under any Purchased Contract; or (v) violate or Material Contract to which Seller is a party, except for any of the foregoing that would not be reasonably likely to result in a default (or give rise to any right of termination, suspension, modification, cancellation, or acceleration) in any material respect under any other indebtedness or obligation, lease, contract, other agreement, commitment, indenture, mortgage, deed of trust, or other instrument, document, or arrangement to which Seller or any of its Affiliates is a party or by which any of the Purchased Assets is boundMaterial Adverse Change.

Appears in 1 contract

Samples: Asset Purchase Agreement (Majestic Star Casino LLC)

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No Violations and Consents. (a) The execution, delivery and performance of this Agreement by the Seller does not and will not, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with, result in a breach of, or constitute a default under, the Certificate of Formation or Operating Agreement of the Seller or any of its Affiliates or any Law or any Purchased Contract; (ii) result in the creation of any Lien upon any of the Purchased AssetsAssets (other than any Lien that may be created by the execution and delivery of this Agreement); (iii) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, or refuse to perform, any Purchased Contract; (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed by Seller or any of its Affiliates, or any rights or benefits are to be received by any Person, under any Purchased Contract; or (v) violate or result in a default (or give rise to any right of termination, suspension, modification, cancellation, or acceleration) in any material respect under any other indebtedness or obligation, lease, contract, other agreement, commitment, indenture, mortgage, deed of trust, or other instrument, document, or arrangement to which Seller or any of its Affiliates is a party or by which any of the Purchased Assets is bound.

Appears in 1 contract

Samples: Asset Purchase Agreement

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