Violations and Defaults Clause Samples

Violations and Defaults. (a) The Corporation is not in violation or default of any provisions of its original articles of incorporation, Series A Certificate of Designation, Series B Certificate of Designation or Bylaws. The Corporation is not in violation or default of any provision of federal or state statute, rule or regulation applicable to the Corporation, the violation of which would reasonably be expected to have a Material Adverse Effect, or of any judgment, order, writ, or decree. The execution, delivery and performance of the Transaction Agreements by the Corporation and the consummation of the transactions contemplated hereby or thereby by the Corporation will not result in any such violation or be in conflict with or constitute, with or without the passage of time and/or giving of notice, either a default under any such provision, judgment, order, writ, decree or contract or statute, rule or regulation or an event which results in the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Corporation. (b) The execution, delivery and performance of the Transaction Agreements by the Corporation and the consummation of the transactions contemplated hereby or thereby by the Corporation will not, with or without the passage of time and/or giving of notice, violate or constitute a breach of or a default under any agreement, contract, instrument, note, indenture, mortgage or lease to which the Corporation is a party or by which the Corporation is bound or constitute an event which results in the creation of any lien, charge or encumbrance upon any assets of the Corporation.

Violations and Defaults. None of the execution, delivery or performance by any member of the Seller Group of this Agreement, or any of the other agreements contemplated by this Agreement, the consummation of the transactions contemplated hereby or thereby or compliance by any member of the Seller Group with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, amendment, suspension, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Seller Group Party to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrances upon any of the properties or assets of any Seller Group Party under, any provision of (i) the organizational documents of any Seller Group Company, (ii) any Contract or Permit to which any Seller Group Party is a party or by which any of the properties or assets of any Seller Group Party are bound, (iii) any Order applicable to any Seller Group Party or any of the properties or assets of any Seller Group Party or (iv) any applicable Law, except in the case of clauses (ii), (iii) or (iv) above for such conflicts, violations, defaults, rights, obligations, losses, payments, entitlements or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect.

Violations and Defaults. All obligations and liabilities: (i) resulting from any violation by Seller of any statute, law, rule, regulation, ordinance or order, judgment, decree, writ or injunction; (ii) under an agreement that result from any breach or default (or event that with notice or lapse of time would constitute a breach or default) by Seller under such agreement; or (iii) that arise out of or constitute damages to Buyer as the result of a breach of any representation or warranty provided by Seller in connection with this Agreement;

Violations and Defaults. The Company is not in violation of, or in default under, any term or provision of (i) its Certificate of Incorporation and By-Laws, (ii) any indenture, mortgage, contract, commitment or other agreement or instrument to which it is a party or by which it or any of its properties or business is or may be bound or subject, except for such defaults, if any, that would not have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company, or (iii) any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, having jurisdiction over the Company or of any of its respective properties or businesses. The Company owns, possesses or has obtained all governmental and other licenses, permits, certifications, registrations, approvals or consents and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to conduct its business as currently conducted and described in the Information Package, and all such licenses, permits, certifications, registrations, approvals, consents and other authorizations are outstanding and in good standing. There are no proceedings pending or, to the best of the Company's knowledge, threatened, nor is there any basis therefor, seeking to cancel, terminate or limit such licenses, permits, certifications, registrations, approvals or consents or authorizations.

Violations and Defaults. None of the execution, delivery or performance by Parent, Merger Sub I or Merger Sub II of this Agreement, or any of the other agreements contemplated by this Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by Parent, Merger Sub I or Merger Sub II with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, amendment, suspension, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Parent, Merger Sub I or Merger Sub II to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrances upon any of the properties or assets of Parent, Merger Sub I or Merger Sub II under, any provision of (i) the organizational documents of Parent, Merger Sub I or Merger Sub II, (ii) any Contract or Permit to which Parent, Merger Sub I or Merger Sub II is a party or by which any of the properties or assets of Parent, Merger Sub I or Merger Sub II are bound, (iii) any Order applicable to Parent, Merger Sub I or Merger Sub II or any of the properties or assets of Parent, Merger Sub I or Merger Sub II or (iv) any applicable Law, except in the case of clauses (ii), (iii) or (iv) above for such conflicts, violations, defaults, rights, obligations, losses, payments, entitlements or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect.

Violations and Defaults. Seller is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) could constitute a violation of or default under (a) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority related to the Assets, or (b) any Lease, Easement, Permit or Contract. Exhibit D contains a list of all Contracts. With respect to the Contracts: (i) all Contracts are in full force and effect and are the valid and legally binding obligations of the parties thereto and are enforceable in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and similar laws affecting creditor’s rights generally, and by general equitable principles; (ii) Seller is not in breach or default of any of its obligations under any Contract; and (iii) neither Seller nor, to the best of Seller’s knowledge, any other party to any Contract has given or threatened to give notice of any action to terminate, cancel, rescind or procure a judicial reformation of any Contract or any provision thereof.

Violations and Defaults. Except as set forth in Schedule 5.08 attached hereto, Seller is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) could constitute a violation of or default under (i) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority related to the Assets, or (ii) any Lease, Easement, Permit or Contract.