Compliance with Other Instruments and Laws Sample Clauses

Compliance with Other Instruments and Laws. Cellvine is not in violation, breach or default of any provision of the Cellvine’s Articles or Amended Articles. Cellvine is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Cellvine or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. Cellvine is not in violation of any provision of any federal, state, local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Cellvine. Cellvine has not received any notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by Cellvine, and Cellvine’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Cellvine Material Agreement or any of the foregoing provisions, require any consent or waiver under any Cellvine Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained), result in the creation of any Lien upon any of the properties or assets of Cellvine, trigger any right of cancellation, termination or acceleration under any Cellvine Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approva...
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Compliance with Other Instruments and Laws. The execution and delivery of this Agreement, and the Purchaser Related Agreements, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation or default under any provision of the Certificate of Incorporation or Bylaws of Parent or Purchaser, or of any material mortgage, indenture, trust, lease, agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Purchaser or any of their respective properties, the result of which (either individually or in the aggregate) will prevent or materially delay the consummation of the transactions contemplated hereby.
Compliance with Other Instruments and Laws. Except as set forth in SCHEDULE 2.4, the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violation of or default under any provision of the Articles of Incorporation or Bylaws of the Company or any material violation of, or default under, any mortgage, indenture, trust, lease, partnership or other agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, or Legal Requirement applicable to the Company or any Shareholder or any of the properties of the Company, nor will they result in the creation or imposition of any lien, security interest, charge, claim or other encumbrance of any nature whatsoever on any of the properties or assets of the Company or the Common Stock, nor will they prevent or materially delay the consummation of the transactions contemplated hereby.
Compliance with Other Instruments and Laws. The execution and delivery of this Agreement and all other documents and instruments executed or to be executed by Buyer pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violation of or default under any provision (a) of the charter or bylaws of Buyer, or (b) of any material mortgage, indenture, trust, lease, partnership or other agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer or any of its properties or assets, the result of which, with respect to items identified in clause (b) would (either individually or in the aggregate) have a material adverse effect on the operations or financial condition of Buyer and its subsidiaries, taken as a whole or would materially impair Buyer's ability to consummate the transactions contemplated hereby (a "Material Adverse Effect on Buyer").
Compliance with Other Instruments and Laws. Consents; Permits. Neither the Company nor any of its Subsidiaries is in violation or default of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute, rule or regulation applicable to the Company or any of its Subsidiaries or their properties which, individually or in the aggregate, would have a Material Adverse Effect. The execution, delivery, and performance of and compliance with this Agreement and the Registration Rights Agreement, and the issuance and sale of the Shares pursuant hereto, will not, with or without the passage of time or giving of notice, result in any violation or default by the Company or any of its Subsidiaries of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute rule or regulation applicable to the Company, any of its Subsidiaries or their properties, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company or any of its Subsidiaries, their business or operations or any of their assets or properties. No orders, permissions, consents, approvals or authorizations of any Governmental Entity is required to be obtained by the Company or any of its Subsidiaries and no application, notification, request, registration or declaration is required to be filed with any Governmental Entity by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at any Closing, as contemplated in this Agreement other than blue sky state securities filings and items which the failure by the Company to file will not have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which, individually or in the aggregate, could reasonably be expected to have a Material Advers...
Compliance with Other Instruments and Laws. Neither Parent nor Purchaser is in violation of (a) any provisions of its respective charter documents as currently in effect or (b) any applicable Law or Decree in any material respect.
Compliance with Other Instruments and Laws. Purchaser is not in violation of (a) any provisions of its charter documents as currently in effect or (b) any applicable Law or Decree in any material respect.
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Compliance with Other Instruments and Laws. Except as set forth in Section 4.19 of the PhoneTel Disclosure Letter, neither PhoneTel nor any PhoneTel Subsidiary is in violation of any term of its articles of incorporation or code of regulations or comparable organizational documents, or in violation of any PhoneTel Contract or of any judgment, decree or order which names PhoneTel or any PhoneTel Subsidiary or in violation of any term of any other material instrument, contract or agreement (other than any PhoneTel Site Location Agreement) to which it is a party or by which it or any of its properties or assets is bound, except to the extent that any such violation would not reasonably be expected to have a PhoneTel Material Adverse Effect. Except as set forth in Section 4.19 of the PhoneTel Disclosure Letter, PhoneTel's and each PhoneTel Subsidiary's businesses are in compliance with all Federal, state, local and foreign statutes, laws, ordinances, rules, governmental regulations, permits, concessions, grants, franchises, licenses or other governmental authorizations or approvals applicable to the operation of such business, except to the extent that the failure to be in compliance would not reasonably be expected to have a PhoneTel Material Adverse Effect.
Compliance with Other Instruments and Laws. Except as set forth in Section 5.17 of the Davel Disclosure Letter, neither Davel nor any Davel Subsidiary is in violation of any term of its articles of incorporation or bylaws or comparable organizational documents, or in violation of any Davel Contract or of any judgment, decree or order which names Davel or any Davel Subsidiary or in violation of any term of any other material instrument, contract or agreement (other than any Davel Site Location Agreement) to which it is a party or by which it or any of its properties or assets is bound, except to the extent that any such violation would not reasonably be expected to have a Davel Material Adverse Effect. Except as set forth in Section 5.17 of the Davel Disclosure Letter, Davel's and each Davel Subsidiary's businesses are in compliance with all Federal, state, local and foreign statutes, laws, ordinances, rules, governmental regulations, permits, concessions, grants, franchises, licenses or other governmental authorizations or approvals applicable to the operation of such business, except to the extent that the failure to be in compliance would not reasonably be expected to have a Davel Material Adverse Effect.
Compliance with Other Instruments and Laws. Except as specifically set forth in Schedule 6.8, Statesman is not in violation of or default under any term of nor is there any set of facts which would, upon receipt of notice or passage of time constitute a violation of or default under (i) its Articles of Incorporation or By-laws; (ii) any note, bond, mortgage, indenture, instrument or agreement relating to indebtedness for borrowed money; (iii) any judgment, decree or order of any court or governmental body; or (iv) any other material contract, agreement, license, lease, franchise, permit or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound. Statesman is in compliance in all material respects with all statutes, laws, ordinances, rules, regulations, permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals applicable to the operation of their respective businesses. All permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals material to the conduct of the business of Statesman have been duly obtained and are in full force and effect, and there are no proceedings pending or, to the best knowledge of Statesman, threatened which may result in the revocation, cancellation, suspension or materially adverse modification thereof. None of such permits, concessions, grants, franchises, licenses or other governmental authorizations and approvals will be affected in a manner that would have an adverse effect on the financial condition, operations or business of Statesman by the consummation of the transactions contemplated by this Agreement.
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