3No Conflict. The execution, delivery and performance of this Agreement does not violate or conflict with the organizational or formation documents, or bylaws or operating agreement, of such Party, or any judgment, license, permit, order, material agreement or instrument applicable to or binding upon such Party or any of its assets.
3No Conflict. Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated hereunder nor the fulfillment by Buyer of any of its terms will:
3No Conflict. Neither the execution and delivery of this Agreement and the Transaction Documents by Buyer, nor the performance by Buyer of the transactions contemplated hereby or thereby will: (a) violate or conflict with or result in a breach of any provision of any Law or Governmental Order binding on Buyer; (b) constitute a default under the Organizational Documents of Buyer; or (c) require any authorization, consent or approval by, or notice to, any third party, including Governmental Authorities.
3No Conflict. This Agreement, the Transaction Documents to which Sellers are or will be a party and the execution and delivery hereof and thereof by Sellers do not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not:
3No Conflict. Subject to Section 4.9(d), neither the execution and delivery of this Agreement by each Seller, Bxxxxx and Dxxxxxxx, nor the execution and delivery of the Lease by Landowner and Bendistillery, nor the consummation of the Purchase and other transactions contemplated hereunder, nor the fulfillment by each Seller, Landowner, Bxxxxx and Dxxxxxxx the terms of this Agreement or the Lease will:
3No Conflict. 8 4.4Consents...............................................................................................................................9 4.5Laws and Regulations; Litigation........................................................................................9 4.
3No Conflict. Except for the FCC Consent and, to the extent applicable, HSR Approval, neither the execution or delivery of this Agreement nor the consummation of any of the transactions contemplated hereby or compliance with or fulfillment of the terms, conditions and provisions hereof will (a) result in the creation or imposition of any Encumbrance upon the UTEL-IOWA Stock or (b) violate or conflict with, result in a breach of the terms, conditions or provisions of or constitute a Default, an event of Default or an event creating a right of acceleration, termination, modification or cancellation or a loss of rights under or require any notice to, authorization or approval of, or the filing with or consent under: (i) the Certificate of Incorporation or By-Laws of UTEL; (ii) any material note, indenture, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which UTEL is a party or any of UTEL’s Assets is subject or by which UTEL is bound; (iii) any Court Order to which UTEL is a party or any of UTEL’s Assets is subject or by which UTEL is bound; or (iv) any Requirements of Laws applicable to UTEL or any of UTEL’s Assets.
3No Conflict. Xencor and Xxxxxxx each represents and warrants to the other Party that, notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement by such Party, the performance of such Party’s obligations under this Agreement (as contemplated as of the Execution Date) and the licenses and sublicenses to be granted by such Party pursuant to this Agreement (i) do not conflict with or violate with such Party’s organizational documents or any requirement of Laws existing as of the Execution Date and applicable to such Party and (ii) do not conflict with, violate, breach or constitute a default under any contractual obligations of such Party or any of its Affiliates existing as of the Execution Date, except, in each case, for those conflicts, violations, breaches or defaults that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Exploitation of the Licensed Antibodies and Licensed Products.
3No Conflict. The execution and delivery of this Agreement and the performance of its obligations hereunder (a) do not violate or conflict with the provisions of its certificate of incorporation or by-laws, (b) do not conflict with or violate any requirement of Law effective as of the Effective Date, and (c) do not and will not conflict with, violate, breach or constitute a default under any contractual obligations of it or any of its Affiliates existing or known as of the Effective Date.
3No Conflict. The execution and delivery of this Agreement by Sellers do not and the consummation by Sellers of the transactions contemplated hereby will not (a) conflict with or violate any provision of the certificate of formation or limited liability company agreement (or comparable governance documents) of Seller or any Affiliate or (b) assuming that the Lender Documents (as hereinafter defined) are finalized and delivered in escrow and the Marriott Consent (as hereinafter defined) has been obtained, (i) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, give rise to a right of termination under, or result in the creation of any Lien upon any of the respective properties or assets of a Seller or any Affiliate owner of a Seller under, any Contract to which a Seller or any Affiliate owner is a party, or by which it or any of its properties or assets are bound or affected or (ii) conflict with or violate any Legal Requirements applicable to a Seller or any Affiliate owner.
