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:
(a) conflict with or result in a breach by Buyer of, or constitute a default by it under, or create an event that, with the giving of notice or the lapse of time, or both, would be a default under or breach of, any of the terms, conditions or provisions of (1) any indenture, mortgage, lease, deed of trust, pledge, loan or credit agreement or any other material contract, arrangement or agreement to which Buyer is a party or to which a material portion of its assets is subject, (2) the organizational documents of Buyer, or (3) any judgment, order, writ, injunction, decree or demand of any governmental entity which materially affects Buyer or which materially affects the Buyer's ability to conduct its business;
(b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any material portion of the assets of Buyer or which materially affects Buyer's ability to conduct its business as conducted prior to the date of this Agreement; or
(c) cause a loss or adverse modification of any permit, license, or other authorization granted by any governmental entity to or otherwise necessary or materially useful to Buyer's business.
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. 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:
(a) conflict with or result in a breach by any Seller, Landowner, Bxxxxx or Dxxxxxxx of, or constitute a default under, or create an event that, with the giving of notice or the lapse of time, or both, would be a default under or breach of, or give a right to terminate or cancel under, any of the terms, conditions or provisions of (1) any indenture, mortgage, lease, deed of trust, pledge, loan or credit agreement, or any other material contract, arrangement or agreement to which any Seller, Landowner, Bxxxxx or Dxxxxxxx is a party or to which any material portion of the assets of any Seller, Landowner, Bxxxxx or Dxxxxxxx is subject, (2) the Articles of Incorporation, Bylaws or organizational documents of any Seller or Landowner, or (3) any judgment, order, writ, injunction, decree or demand of any governmental entity which materially affects any Seller, Landowner, Bxxxxx or Dxxxxxxx, or is likely to adversely affect any Seller's or Landowner's ability to conduct its business or own, rent or convey its assets;
(b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any material assets of any Seller, Landowner, Bxxxxx or Dxxxxxxx, or which materially affects any Seller's ability to conduct its business as conducted prior to the date of this Agreement; or
(c) cause a loss or adverse modification of any permit, license, or other authorization granted by a governmental entity to or otherwise held by any Seller, Landowner, Bxxxxx or Dxxxxxxx. Except for this Agreement, none of the Sellers has any legal obligation, absolute or contingent, to any other person or entity to sell any capital stock or other ownership interest in any Seller, or the business or any material assets of any Seller, or to effect any merger, consolidation or other reorganization of any Seller or to enter into any agreement with respect thereto.
3No Conflict. The execution, delivery and performance by F&S and Buyer of each Buyer-Related Document will not: (a) contravene the Organizational Documents of F&S or Buyer or result in a breach of, constitute a default under, give rise to any right under or otherwise terminate or modify any Contract to which F&S or Buyer is a party; or (b) violate a Law or Order applicable to F&S or Buyer.
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:
(a) conflict with any of the provisions of the certificate of incorporation, certificate of formation, bylaws or limited liability company agreement of Sellers or with any of the provisions of the organizational documents of Sellers;
(b) conflict with any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Seller;
(c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, lien or material agreement, contract, commitment or instrument to which any Seller is a party or by which any of them is bound or to which any of the Assets are subject;
(d) result in the creation of, or afford any person the right to obtain, any material Lien on the capital stock or other equity interests, property or assets of the any Seller under any such indenture, mortgage, lien, agreement, contract, commitment or instrument; or
(e) result in the revocation, cancellation, suspension or material modification, singly or in the aggregate, of any Governmental Approval (as defined below) possessed by Sellers that is necessary or desirable for the ownership, lease or operation of its or their properties and other assets in the conduct of its or their business as now conducted, including any Governmental Approvals under any applicable Environmental Law; except, in the case of clauses (b), (c), (d) and (e), as would not have, individually or in the aggregate, a Material Adverse Effect.
3No Conflict. 8 4.4Consents...............................................................................................................................9 4.5Laws and Regulations; Litigation........................................................................................9 4.
3No Conflict. The execution and delivery of this Agreement and the other Transaction Documents by Acquiror, Merger Sub One and Merger Sub Two do not, and the performance by Acquiror, Merger Sub One and Merger Sub Two of their obligations hereunder and thereunder and the consummation of the Merger and the Final Merger and the transactions contemplated by the other Transaction Documents will not: (a) conflict with or violate any provision of Acquiror’s, Merger Sub One’s or Merger Sub Two’s certificate of incorporation or bylaws, each as amended to date, or any resolutions adopted by the Board of Directors of Acquiror, Merger Sub One and Merger Sub Two; (b) assuming that all filings and notifications described in Section 4.4 have been made, conflict with or violate any Laws or order applicable to Acquiror, Merger Sub One or Merger Sub Two or by which Acquiror, Merger Sub One or Merger Sub Two is bound or affected; or (c) except as would not cause a Material Adverse Effect, result in any breach of or constitute a default under (with the giving of notice or lapse of time or both), or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (except for a Permitted Lien) on the business or Assets of Acquiror, or pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Acquiror.
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.
3No Conflict. The execution and delivery of this Agreement by such Purchaser does not and the consummation such Purchaser 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 such Purchaser 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 either Purchaser under, any Contract to which such Purchaser 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 such Purchaser.
