Ability to Carry Out the Agreement. Consents and Waivers. Each Party hereby represents and warrants to the other that the execution and delivery of this agreement does not, and the consummation of the transactions contemplated hereby will not, 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 under, or accelerate the performance required by, or result in the creation of any lien, security interest, charge, increase in liability or other encumbrance upon any of its assets under, any provision of:
(i) any law, statute, rule, regulation or judicial or administrative decision;
(ii) any certificate of incorporation or by-laws;
(iii) any mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, contract or other instrument or agreement; or
(iv) any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator relating to it;
(v) other than conflicts, violations, defaults, right of termination or encumbrances which could not reasonably be expected to have a material adverse effect on the enforceability or validity or the agreement.
Ability to Carry Out the Agreement. Neither of the Acquirors is subject to or bound by any provision of: (i) any law, statute, rule, regulation, ordinance or judicial or administrative decision; (ii) any articles or certificate of incorporation or bylaws; (iii) any mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, of any kind or character whatsoever; or (iv) any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator that would prevent or be violated by or would result in any penalty, forfeiture or contract termination as a result of, or under which there would be a default as a result of, nor is the consent of any Person under any material agreement which has not been obtained required for, the execution, delivery and performance by each of the Acquirors of this Agreement and the transactions contemplated hereby, other than violations, penalties, forfeitures, contract terminations, defaults or failure to obtain consents which, singly or in the aggregate, shall not have a material adverse effect on the enforceability or validity of this Agreement or the ability of the Acquirors to perform their obligations hereunder.
Ability to Carry Out the Agreement. The Buyer is not subject to or bound by any provision of:
(i) any law, statute, rule, regulation or judicial or administrative decision, (ii) any articles or certificate of incorporation or by- laws, (iii) any mortgage, deed of trust, lease, note, stockholders' agreement, partnership agreement, bond, indenture, license, permit, trust, or other material instrument or agreement, or (iv) any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or under which there would be a conflict, breach or default as a result of, nor is the consent required of any Person under any material agreement which has not been obtained for the execution, delivery and performance by the Buyer of this Agreement and the transactions contemplated hereby other than any violations, defaults or failures to obtain consents which have not had a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement.
Ability to Carry Out the Agreement. (a) Buyer is not subject to or bound by any provision of
(i) any law, statute, rule, regulation, or judicial or administrative decision;
(ii) its Articles of Organization or Limited Liability Company Operating Agreement;
(iii) any mortgage, deed of trust, lease note, equity holders' agreement, bond, indenture, other material instrument or agreement, license, permit, trust, custodianship, or other restriction; or
(iv) any judgment, order, writ, injunction, or decree of any court, governmental body, administrative agency, or arbitrator; that would prevent, or be violated by, or under which there would be a default (with or without notice or the passage of time or both) as a result of, the execution, delivery, and performance by Buyer of this Agreement and the transactions contemplated hereby.
(b) No consent of any Person under any material contract or agreement to which Buyer is a party is required for the execution, delivery, and performance by Sellers of this Agreement and the transactions contemplated hereby.
Ability to Carry Out the Agreement. Neither ISC nor the Exchanging Stockholder is subject to or bound by any provision of: (i) any law, statute, rule, regulation, ordinance or judicial or administrative decision; (ii) any articles of incorporation or bylaws; (iii) any agreement, license or other restriction of any kind or character whatsoever; or (iv) any judgment, order, writ, injunction or decree of any authority that would prevent or be violated in any material respect by, or would result in any penalty, default, forfeiture or contract termination as a result of, nor is the consent of any Person under any agreement which has not been obtained required for, the execution and performance by ISC and the Exchanging Stockholder of this Agreement and the transactions contemplated hereby, except where such violation or default would not have a material adverse effect on the business, financial condition or prospects of ISC, taken as a whole, and except as otherwise set forth on Schedule 4.2.
Ability to Carry Out the Agreement. The Buyer is not subject to or bound by any provision of:
(a) any law, statute, rule, regulation, ordinance or judicial or administrative decision;
(b) any articles or certificate of incorporation or bylaws;
(c) any mortgage, deed or trust, lease, note, stockholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, or any kind or character whatsoever; or
(d) any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator; that would prevent, or be violated by, or would result in any penalty, forfeiture or contract termination as a result of, or under which there would be a default as a result of, the execution, delivery and performance by the Buyer of this Agreement and the transactions contemplated hereby, nor is the consent of any Person under any contract or agreement to which the Buyer is a party, which consent has not been obtained, required for the execution, delivery and performance by the Buyer of this Agreement and the transactions contemplated hereby.
Ability to Carry Out the Agreement. Neither the Company nor any Company Shareholder is subject to or bound by any provision of:
(i) any law, statute, rule, regulation, ordinance or judicial or administrative decision;
(ii) any articles or certificate of incorporation or bylaws;
(iii) any mortgage, deed of trust, lease, note, stockholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction of any kind or character whatsoever; or
(iv) any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator; that would prevent or be violated by, or would result in any penalty, forfeiture or contract termination as a result of, or under which there would be a default as a result of, nor is the
Ability to Carry Out the Agreement. Neither Ivy nor the Stockholder is subject to or bound by any provision of:
(i) any law, statute, rule, regulation, ordinance or judicial or administrative decision;
(ii) any articles or certificate of incorporation or bylaws;
(iii) any mortgage, deed of trust, lease, note, stockholders' agreement, bond, indenture, other instrument
Ability to Carry Out the Agreement. Except as disclosed on Schedule 4.2 and except for compliance with the HSR Act, the Buyer is not subject to or bound by any provision of (i) any Applicable Laws; (ii) its certificate of incorporation or by-laws; (iii) any material mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, other material instrument or agreement, license, permit, trust, custodianship, or other restriction; or (iv) any judgment, order, writ, injunction or decree of any Governmental Authority that, in any case, would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of, or filing with any Person or Governmental Authority under any material agreement required for, the execution, delivery and performance by the Buyer of this Agreement and the transactions contemplated hereby.
Ability to Carry Out the Agreement. Neither the Company nor any of its Subsidiaries are subject to or bound by any provision of,
(a) any Law;
(b) any articles or certificate of incorporation, certificate of formation, by-laws, operating agreement or similar organizational document or agreement;
(c) any Contract, bond, license, Permit, trust, custodianship or other restriction; or
(d) any Order that would prevent or be violated by, or under which there would be a default or the creation of an Encumbrance on any assets of the Company or any of its Subsidiaries as a result of, nor is the consent of or notice to any Person which has not been obtained (in the case of consents) or given (in the case of notices) required for, the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, other than as set forth on Schedule 5.2 and violations, defaults or failures to obtain consents or provide notices which, do not have, or are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
