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:
Ability to Carry Out the Agreement. Neither the Company nor any Company Shareholder is subject to or bound by any provision of:
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. The execution, delivery and performance of this Agreement and the LLC Agreement by PC Member and the contribution by PC Member of the Subsidiary LLC Interests to Company do not conflict with any agreement, instrument or understanding, oral or written, to which the Subsidiary LLC may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over the Subsidiary LLC.
Ability to Carry Out the Agreement. Neither Ivy nor the Stockholder is subject to or bound by any provision of:
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. 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. Except as disclosed on SCHEDULE 5.4, neither the Seller nor the Subsidiary is subject to or bound by any provision of
Ability to Carry Out the Agreement. The execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in a breach of the organizational documents of either of the Sellers, (ii) violate, conflict with or result in a breach of, or constitute a default by either of the Sellers (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of either of the Sellers under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which either of the Sellers or any of their respective properties may be bound, (iii) violate or result in a breach of any Order or Law applicable to either of the Sellers or any of their respective properties or (iv) except for applicable requirements of the HSR Act, Other Competition Laws and as may be required by the ownership of any Investor, require any Consent of, or notice to, any Governmental Authority or any other Person; except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect or a material adverse effect on the ability of either of the Sellers to consummate the transactions contemplated by this Agreement.
