No Violations or Conflicts. Except as set forth on Schedule 2.6 of the Target Disclosure Schedules, the execution and delivery by Target of this Agreement or the Target Documents, the consummation of the Merger and the other transactions contemplated hereby, and compliance by Target with any of the provisions hereof or thereof, will not: (i) conflict with or violate any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of Target or any Subsidiary, (ii) require any Consent under or result in a material violation or material breach of, or constitute (with or without notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Target Material Contract to which Target or any Subsidiary is a party or by which Target’s or any Subsidiary’s assets are bound, (iii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any liens, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law or equity, or any conditional sale contract, title retention contract or other contract (collectively, the “Encumbrances”) upon any of the properties, rights or assets of Target or any Subsidiary, (iv) adversely affect the validity of any of the permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Target Permits”) or cause a cancellation of or otherwise adversely affect any of the Target Permits, (v) adversely affect any of the properties, rights or assets of Target or any Subsidiary or (vi) conflict with, contravene or violate any Law to which Target or any Subsidiary or any of their respective assets or properties is subject.
No Violations or Conflicts. The execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which the Depositor is a party or by which it or its properties is or are bound.
No Violations or Conflicts. The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any agreement, ordinance, decree, bond, indenture, order or judgment to which the Seller is a party or by which it or its properties is or are bound.
No Violations or Conflicts. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party by LOL do not and will not, subject to those items set forth on Schedule 3.1(d), (i) violate or conflict with any provision of, or result in the breach of, any applicable statute, law, rule or regulation of any Governmental Authority, the Articles of Incorporation or By-laws of LOL, or any contract, agreement, indenture or other instrument or obligation to which LOL is a party or by which LOL or any of its assets (including the Contributed Assets) is bound or of any order, judgment, writ, injunction, award, ruling or decree applicable to LOL, or (ii) constitute an event which, after notice or lapse of time or both, would result in any such violation, conflict, breach or termination, or result in a violation or revocation of any permit from any Governmental Authority, regulatory body or other third party, except to the extent that the occurrence of any of the foregoing would not individually or in the aggregate have a Material Adverse Effect on the ability of LOL to consummate the transactions contemplated hereby or by any Ancillary Agreement.
No Violations or Conflicts. Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated by this Agreement on the Closing Date (i) violates the articles of incorporation or by-laws of Buyer, (ii) results in a violation or breach of, or constitutes a default or an event of default under, any bond or other material Contract, Permit, instrument or other obligation to which Buyer is a party, or (iii) violates any Laws, writ, judgment, injunction or court decree.
No Violations or Conflicts. Neither the execution and delivery of this Agreement by Buyer nor the performance by Buyer of its obligations hereunder will: (a) violate or conflict with any provision of the charter documents, or bylaws, as amended, of Buyer; (b) violate or conflict with any provision of any Laws applicable to Buyer, or its businesses or assets; (c) except as otherwise provided herein, result in a breach of, or constitute a default (or with notice or lapse of time or both result in a breach of or constitute a default) under or otherwise give any Person the right to terminate or accelerate payment under or performance of any note, bond, loan agreement, contract, lease, license, franchise, permit, or other agreement or instrument to which Buyer is a party or to which any of its assets are subject; or (d) result in, or require the creation or imposition of any Encumbrance of any nature upon or with respect to any of the assets of Buyer.
No Violations or Conflicts. Assignor is the sale owner of the Intellectual Property, and is eotitled to assign the Intellectual Property without the consent of any third party.
No Violations or Conflicts. Neither the execution and delivery of this Agreement by Seller or Genco nor the consummation of the transactions contemplated by this Agreement (i) results in a violation or breach of, or constitutes a default or an event of default under, any bond or other material Contract, Permit, instrument or other obligation to which Seller or Genco is a party, or (ii) violates any Laws, writ, judgment, injunction or court decree.
No Violations or Conflicts. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party by Farmland do not and will not, subject to those items set forth on Schedule 3.2(d) attached hereto, (i) violate or conflict with any provision of, or result in the breach of, any applicable statute, law, rule or regulation of any Governmental Authority, the Articles of Incorporation or By-laws of Farmland or any contract, agreement, indenture or other instrument or obligation to which Farmland is a party or by which Farmland or any of the assets of Farmland is bound, or of any order, judgment, writ, injunction, award, ruling or decree applicable to Farmland, or (ii) constitute an event which, after notice or lapse of time or both, would result in any such violation, conflict, breach or termination, or result in a violation or revocation of any permit from any Governmental Authority, regulatory body or other third party, except to the extent that the occurrence of any of the foregoing would not individually or in the aggregate have a Material Adverse Effect on the ability of Farmland to consummate the transactions contemplated hereby or by an Ancillary Agreement.
No Violations or Conflicts. Neither the execution and delivery of, or performance under, this Agreement or the Transaction Documents by Buyer nor the consummation by Buyer of the transactions contemplated by this Agreement or the Transaction Documents does or will (a) violate any provision of its organizational or governing documents, (b) result in a violation or breach of, or constitute a default or an event of default under, any indenture, mortgage, bond, contract, license, lease, agreement, permit, instrument or other obligation to which it is a party or by which it is bound or to which any of its assets is bound or (c) violate any Law, writ, judgment, injunction or court decree to which it or its properties is subject.
