Common use of Ability to Carry Out the Agreement Clause in Contracts

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.