Violation of Other Instruments. Neither the execution and delivery of this Agreement by the Vendors, the consummation of any of the transactions contemplated hereby or in Schedule 3.18, shall (a) constitute a breach of or a default or an event which with notice or lapse of time or both would constitute a default under any Contractual Obligation of Anawa or any of the Subsidiaries, (b) result in acceleration in the time for performance of any obligation of Anawa or the Subsidiaries under any such Contractual Obligation, (c) result in the creation of any Lien upon any property or asset of Anawa or the Subsidiaries, (d) require any consent, waiver or amendment to any such Contractual Obligation that has not been obtained and remains in full force and effect, (e) give rise to any severance payment, right of termination, securities purchase or redemption right or other right under any such Contractual Obligation, or (f) violate or give rise to a default or an event which with notice or lapse of time or both could constitute a default under any Legal Requirements, except for events or conditions described in clauses (a) through (f) above which shall not, individually or in the aggregate, have any Material Adverse Effect or (g) result in any state of facts which could have a Material Adverse Effect.
Violation of Other Instruments. The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller and, assuming execution of this Agreement by Buyer, this Agreement will constitute a legal, valid and binding obligation of Seller.
Violation of Other Instruments. After giving effect to all ------------------------------ consents and waivers obtained by the Company on or prior to the date hereof, neither the execution and delivery of this Agreement or any other Investor Agreement by the Company or its Subsidiaries party thereto, nor the consummation of any of the transactions contemplated hereby or thereby, will (a) constitute a breach of or a default under any Contractual Obligation of the Company or its Subsidiaries or, to the Company's knowledge, any executive officer of the Company or any of its Subsidiaries, (b) result in acceleration in the time for performance of any obligation of the Company or its Subsidiaries under any such Contractual Obligation, (c) result in the creation of any Lien upon any asset of the Company or its Subsidiaries, (d) require any consent, waiver or amendment to any such Contractual Obligation that has not been obtained, (e) give rise to any severance payment, right of termination, securities repurchase right or other right under any such Contractual Obligation, or (f) violate or give rise to a default under any Legal Requirement, except for events or conditions described in clauses (a) through (f) above which will not in the aggregate be reasonably likely to result in a Material Adverse Effect.
Violation of Other Instruments. 4.2.1 The execution and delivery of this Agreement and the Buyer Closing Documents and the performance hereunder and thereunder by Buyer have been duly authorized by all necessary corporate action on the part of Buyer and, assuming execution of this Agreement by Seller, this Agreement and each of the Buyer Closing Documents will constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement,
Violation of Other Instruments. 3.2.1. The execution and delivery of this Agreement and all agreements to which the Company is or will be a party that are exhibits to this Agreement and the performance hereunder and thereunder by the Company have been duly authorized by all necessary corporate action on the part of the Company and, assuming execution of this Agreement and such other agreements by each of the other parties thereto, this Agreement and such other agreements will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights; and (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law.
Violation of Other Instruments. 18 4.15. Filings, Broker's Fees, etc................................. 19 4.16.
Violation of Other Instruments. Except as set forth in Schedule 3.6 attached hereto, neither the execution and delivery of this Agreement or any other Transaction Document, nor the consummation of the transactions contemplated hereby or thereby, violates: (i) to the best knowledge of any Seller, any agreement of such Seller, which violation would be reasonably likely to have a Material Adverse Effect, (ii) the certificate of incorporation, certificate of formation or any governing documents of any Seller, or (iii) to the knowledge of any Seller, any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or board, or conflicts with or will result in any breach or acceleration of any of the terms of or will constitute a default under or result in the termination of or the creation of any Lien pursuant to the terms of any contract or agreement to which such Seller is a party or by which such Seller or any of the Assets is bound. No consents, approvals or authorizations of, or filings with, any governmental authority or any other person or entity are required to be obtained by any Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for required consents set forth in Schedule 3.6.
Violation of Other Instruments. 3.3.1 The execution and delivery of this Agreement and all agreements to which the Company is or will be a party that are exhibits to this Agreement and the performance hereunder and thereunder by the Company have been duly authorized by all necessary corporate action on the part of the Company, and, assuming execution of this Agreement and such other agreements by each of the other parties thereto, this Agreement and such other agreements will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights; and (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law. The Company has obtained executed copies of the Shareholder and Investment Letter in the form attached hereto as Exhibit 3.3 (the "Investment Letter") from the persons identified in Section 3.3 of the Company Disclosure Letter.
Violation of Other Instruments. 4.3.1 The execution and delivery of this Agreement and all other agreements to which Parent or Merger Sub is a party or will be a party that are exhibits to this Agreement and the performance hereunder and thereunder by Parent or Merger Sub have been duly authorized by all necessary corporate action on the part of Parent or Merger Sub and, assuming execution of this Agreement and such other agreements by the Company and each of the parties thereto, this Agreement and such other agreements will constitute a legal, valid and binding obligation of Parent or Merger Sub, enforceable against Parent or Merger Sub in accordance with its terms, subject as to enforcement: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights; and (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law.
Violation of Other Instruments. Except as set forth in Schedule 3.3 attached hereto, neither the execution and delivery of this Agreement or any other Transaction Document, nor the consummation of the transactions contemplated hereby or thereby, violates: (i) any agreement of Seller, (ii) the certificate of formation or any governing documents of the Seller or (iii) to Seller’s knowledge any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or board, or conflicts with or will result in any breach or acceleration of any of the terms of or will constitute a default under or result in the termination of or the creation of any Lien pursuant to the terms of any contract or agreement to which Seller is a party or by which Seller or any of the Assets is bound. No consents, approvals or authorizations of, or filings with, any governmental authority or any other person or entity are required to be obtained by Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for required consents set forth in Schedule 3.3.
