Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by the Seller of its obligations specified by the provisions of this Agreement, do not (i) contravene any law, ordinance, rule or regulation of any State or Commonwealth or political subdivision of the United States, except for and compliance with regulatory or licensing laws all of which, to the extent applicable to the Seller (and to the extent within the Control of the Seller), will be satisfied in all material respects prior to the Closing), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates the Seller or all or any part of the Acquired Business or any of the Acquired Assets or any material properties of the Acquired Business, except in any such event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business or any of the Acquired Assets and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (ii) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Seller or any of part of the Acquired Business is a party or by which any of the material properties of the Acquired Business may be affected or obligated; (iii) require the authorization, consent, approval, or license of any third party; or (iv) provide justification for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Business.
Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by Worldwide of its obligations created by this Agreement, do not (i) conflict with or result in a breach of any of the provisions of the Articles of Incorporation (or similar charter document) or Bylaws (or similar governing documents) of Worldwide; (ii) contravene any law, ordinance, rule, or regulation of any state or political subdivision of either the United States (except for regulatory or licensing laws all of which, to the extent applicable to Worldwide (and to the extent within the control of Worldwide), will be satisfied in all material respects prior to the Closing), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates, Worldwide or any of its material properties, except in any event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwide, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (iii) conflict with or result in a material breach of or default pursuant to any material agreement or instrument to which Worldwide is a party or by which it may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of Worldwide.
Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by the Purchaser of its obligations specified by the provisions of this Agreement (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser (and to the extent within its Control), will be satisfied in all material respects prior to the Closing) do not (i) conflict with, and will not result in a breach of, any of the provisions of the Certificate of Incorporation or Bylaws of the Purchaser; (ii) contravene any law, rule or regulation of any state or commonwealth, the United States, (except for compliance with regulatory or licensing laws, all of which, to the extent applicable to the Purchaser (and to the extent within the Control of the Purchaser), will be satisfied in all material respects prior to the Closing), or any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting or obligating the Purchaser, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iii) conflict with or result in a material breach of or default pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (iv) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.
Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement by Seller, and the performance by Seller of its obligations hereunder, do not, (1) except as identified in Section 4.3(1) of the Acquired Business Disclosure Document, conflict with or result in a breach of any of the provisions of the Articles of Incorporation or Bylaws of EGI ; (2) except as identified in Section 4.3(2) of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of Belgium or any political subdivision of Belgium or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium or all or any part of the Acquired Business or any material properties of the Acquired Business, except in any such case where such contravention, suspension or revocation will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (3) except as identified in Section 4.3(3) of the Acquired Business Disclosure Document, conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other agreement or instrument to which Seller is a party or by which any of the material properties of the Acquired Business may be affected or bound; (4) except as identified in Section 4.3(4) of the Acquired Business Disclosure Document, require the authorization, consent, approval, or license of any third party, except for those the failure of which to obtain would not reasonably be expected to have a material adverse effect on the Acquired Business or the Acquired Assets; or (5) except as identified in Section 4.3(5) of the Acquired Business Disclosure Document, constitute grounds for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Business.
Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by Flux of its obligations hereunder, do not, nor will with the giving of notice or passage of time or both:
2.2.1 conflict with or result in a breach of any of the provisions of the Articles of Incorporation of Flux, as amended to date or the Nevada Revised Statutes;
2.2.2 contravene any law, ordinance, rule, or regulation of any State or Commonwealth or political subdivision of either or of the United States, or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Flux or any of its material properties;
2.2.3 conflict with, result in termination of, contravene, constitute a default under, give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, result in the creation of any lien or loss of any rights, or result in a material breach of, or default under, any material indenture, loan, credit agreement, mortgage, deed of trust, note, bond, franchise, lease, contract or any other agreement or instrument binding upon Flux, or to which Flux is subject; or
2.4.4 require the authorization, consent, approval, or license of, or the submission of any notice, report or other filing with, any third party, including any governmental agency.
Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by BMI of its obligations hereunder, does not nor will with the giving of notice or passage of time or both:
3.2.1 contravene any law, ordinance, rule, or regulation of any State or Commonwealth or political subdivision of either or of the United States, or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, BMI;
3.2.2 conflict with, result in termination of, contravene, constitute a default under, give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, result in the creation of any lien or loss of any rights, or result in a material breach of or default under any material indenture, loan, credit agreement, mortgage, deed of trust, note, bond, franchise, lease, contract or any other agreement or instrument binding upon BMI; or
3.2.3 require the authorization, consent, approval, or license of, or the submission of any notice, report or other filing with, any third party, including any governmental agency.
Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by the Purchaser of its obligations specified by the provisions of this Agreement (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, and to the extent applicable to and within control of the Purchaser (and to the extent within its Control), will be satisfied in all material respects prior to the Closing) do not (a) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or Bylaws of the Purchaser; (b) contravene any law, rule or regulation of any state or commonwealth, the United States, (except for compliance with regulatory or licensing laws, all of which, to the extent applicable to the Purchaser (and to the extent within the control of the Purchaser), will be satisfied in all material respects prior to the Closing), or any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting or obligating the Purchaser, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (c) conflict with or result in a material breach of or default pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (d) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.
Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by Seller of its obligations hereunder, do not (i) conflict with, and will not result in a breach of any of the provisions of the Articles of Incorporation or Bylaws of the Seller or other similar corporate charter documents; (ii) contravene any law, rule or regulation of any State or Commonwealth of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination or award effecting or binding upon the Seller, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iii) conflict with or result in material breach or default of any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (iv) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.
Absence of Breach; No Consents. To the best of Purchaser's knowledge, the execution, delivery and performance of this Agreement, and the performance by Purchaser of its obligations hereunder except for compliance with any regulatory or licensing laws applicable to Purchaser (and to the extent within its control), will be satisfied in all material respects prior to the Closing) and do not, except as disclosed in schedule 3.4, (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or bylaws of Purchaser or of any of its subsidiaries; (2) contravene any law, rule or regulation of any State or Commonwealth or of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination, or award affecting or binding upon the Purchaser or any of its Subsidiaries, in such a manner as to provide a basis for enjoining of otherwise preventing consummation of the Transaction; (3) conflict with or result in a material breach of or default under any material indenture or loan or credit Agreement or any other material Agreement or instrument to which Purchaser or any of its subsidiaries is a party, in such a manner as to provide a basis for enjoining or otherwise preventing a consummation of the Transaction; (4) require the authorization, consent approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction. 3.5
Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by Purchaser of its obligations hereunder do not conflict with, and will not result in a breach of, any of the provisions of the Certificate of Incorporation or Bylaws of Purchaser; (2) contravene any law, rule or regulation of the applicable jurisdiction, or any order, writ, judgment, injunction, decree, determination, or award affecting or binding upon the Purchaser or any of its Subsidiaries, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (3) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which Purchaser or any of its Subsidiaries is a party, in such a manner as to provide a basis of enjoining or otherwise preventing consummation of the Transaction; or (4) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.
