Common use of No Violations; Consents Clause in Contracts

No Violations; Consents. Except as set forth on Schedule 3.05, neither the execution, delivery or performance by the Company of this Agreement or the other Transaction Documents nor the consummation of the Contemplated Transactions, will (a) conflict with, or result in the breach of, any provision of the organizational documents or by-laws of the Company or any Company Subsidiary, (b) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary is bound, (c) constitute a violation of any Law applicable to the Company or any Company Subsidiary; or (d) result in the creation of any Lien upon the properties or assets of the Company or any Company Subsidiary other than with respect to the foregoing clauses (b), (c) and (d), such requirements, conflicts, violations, breaches or rights which could not individually or in the aggregate reasonably have a Material Adverse Effect. Except as set forth on Schedule 3.05, other than those which have been obtained or made or which could not individually or in the aggregate reasonably have a Material Adverse Effect, no Consent is required on the part of the Company or the Company Subsidiaries in connection with the execution and delivery of this Agreement or the Transaction Documents, or the compliance by the Company with any of the provisions hereof or thereof.

Appears in 2 contracts

Samples: Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)

AutoNDA by SimpleDocs

No Violations; Consents. Except as set forth on Schedule 3.05, neither the execution, delivery or performance by the Company of this Agreement Agreement, the other Transaction Documents or the other CK Transaction Documents nor the consummation of the Contemplated Transactions, will (a) conflict with, or result in the breach of, any provision of the organizational documents Certificate of Incorporation or byBy-laws Laws of the Company or any Company Subsidiary, (b) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary is bound, (c) constitute a violation of any Law applicable to the Company or any Company Subsidiary; or (d) result in the creation of any Lien upon the properties or assets of the Company or any Company Subsidiary Subsidiary, other than with respect to the foregoing clauses (b), (c) and (d), such requirements, conflicts, violations, breaches or rights which could not individually or in the aggregate reasonably have a Material Adverse Effect. Except as set forth on Schedule 3.05, other than those which have been obtained or made or which could not individually or in the aggregate reasonably have a Material Adverse Effect, no Consent is required on the part of the Company or the Company Subsidiaries in connection with the execution and delivery of this Agreement or the Transaction Documents, or the compliance by the Company with any of the provisions hereof or thereof.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Phillips Van Heusen Corp /De/), Securities Purchase Agreement (Phillips Van Heusen Corp /De/)

No Violations; Consents. Except as set forth on Schedule 3.053.04, neither the execution, delivery or performance by the Company of this Agreement or the other Transaction Documents Documents, nor the consummation of the Contemplated Transactionstransactions contemplated hereby or thereby, will (a) conflict with, or result in the breach of, any provision of the organizational documents articles of incorporation or by-laws of the Company or any Company SubsidiaryCompany, as the same have been amended from time to time, (b) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary is bound, (c) constitute a violation of any Law applicable to the Company or any Company Subsidiary; or (d) result in the creation of any Lien upon the properties or assets of the Company or any Company Subsidiary (other than the Liens pursuant to the transactions contemplated by the Transaction Documents and pursuant to any Subsequent Financing), other than, with respect to the foregoing clauses (b), (c) and (d), such requirements, conflicts, violations, breaches or rights which could that would not individually or reasonably be expected to result in the aggregate reasonably have a Material Adverse Effectcosts and/or liabilities in excess of $250,000. Except as set forth on Schedule 3.05, other than those which have been obtained or made or which could not individually or in the aggregate reasonably have a Material Adverse Effect3.04, no material Consent is required on the part of the Company or the Company Subsidiaries in connection with the execution and delivery of this Agreement or the Transaction Documents, or the compliance by the Company with any of the provisions hereof or thereof.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Premier Exhibitions, Inc.), Convertible Note Purchase Agreement (Sellers Capital LLC)

AutoNDA by SimpleDocs

No Violations; Consents. Except as set forth on Schedule 3.053.04, neither the execution, delivery or performance by the Company of this Agreement or the other Transaction Documents nor the consummation of the Contemplated Transactionstransactions contemplated hereby or thereby, will (a) conflict with, or result in the breach of, any provision of the organizational documents Certificate of Incorporation or byBy-laws Laws of the Company or any Company SubsidiaryCompany, (b) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary is bound, (c) constitute a violation of any Law applicable to the Company or any Company Subsidiary; or (d) result in the creation of any Lien upon the properties or assets of the Company or any Company Subsidiary Company, other than with respect to the foregoing clauses (b), (c) and (d), such requirements, conflicts, violations, breaches or rights which could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.053.04, other than those which have been obtained or made or which could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, no Consent is required on the part of the Company or the Company Subsidiaries in connection with the execution and delivery of this Agreement or the Transaction Documents, or the compliance by the Company with any of the provisions hereof or thereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Hawaiian Holdings Inc), Note Purchase Agreement (Hershfield Lawrence)

Time is Money Join Law Insider Premium to draft better contracts faster.