Absence of Conflict. The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.
Absence of Conflict. The execution and delivery by it of the Loan Documents to which it (or any other Obligor) is or will be a party and the performance by it (or any other Restricted Party) of the covenants or other obligations contained in the Loan Documents will not result in:
(i) the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any of its or any other Restricted Party's obligations under:
(A) any Material Agreement;
(B) any material Permit by which it or any of its (or any other Restricted Party's) Property is bound or affected;
(C) any provision of its Constating Documents or resolutions of its (or any other Restricted Party's) board of directors (or any committee thereof) or shareholders;
(D) any judgment, decree, order or award of any Governmental Authority having jurisdiction over it (or any other Restricted Party);
(E) any approval issued to it, held by it, for its benefit or necessary to the ownership of its (or any other Restricted Party's) Equity Interests; or
(F) any Applicable Law;
(ii) the creation or imposition of any Lien on any Property of any Restricted Party or the requirement to create any Lien on any Property of any Restricted Party, other than Permitted Liens; or
(iii) the forfeiture of any Property of any Restricted Party.
Absence of Conflict. None of the execution and delivery of this Agreement by the Buyer, the performance of the Buyer’s obligations under this Agreement, or the completion by the Buyer of the transactions contemplated by this Agreement, will result in or constitute a breach of any term or provision of, or constitute a default under, the notice of articles and articles of the Buyer or any agreement or other commitment to which the Buyer is a party.
Absence of Conflict. Executive represents and warrants that Executive’s employment by the Company as described herein will not conflict with and will not be constrained by any prior employment or consulting agreement or relationship. Executive further agrees that during Executive’s employment with the Company, Executive will not improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that Executive will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
Absence of Conflict. The execution, delivery and performance by the Company of this Agreement and the completion of the Transaction will not (whether after the passage of time or notice or both) result in:
(i) the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any of its obligations, under:
(A) any Contract to which it is a party or by which any of its undertakings, property or assets is bound or affected;
(B) any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders;
(C) any judgement, decree, order or award of any Governmental Authority having jurisdiction over the Company;
(D) any approval issued to, held by or for the benefit of, the Company; or
(E) any Applicable Law;
(ii) the creation or imposition of any Encumbrance over any of the Company Assets; or
(iii) the requirement for any approval from any Person.
Absence of Conflict. The execution, delivery and performance by each Obligor of the Loan Documents to which it is or will be a party, and the incurrence by it of Obligations and/or Other Secured Obligations, will not result in:
(a) the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any of its obligation under:
(i) any material Contract to which it is a party or by which any of its Property is bound or affected;
(ii) any material Permit by which it or any of its Property is bound or affected;
(iii) any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders;
(iv) any judgment, decree, order or award of any Governmental Authority having jurisdiction over it;
(v) any approval issued to it, held by it, for its benefit or necessary to the ownership of its Equity Interests; or
(vi) any Applicable Law;
(b) the creation or imposition of any Lien on any Property of any Restricted Party or the requirement to create any Lien on any Property of any Restricted Party, other than Permitted Liens; or
(c) the forfeiture of any Property of any Restricted Party.
Absence of Conflict. None of the execution and delivery of this Agreement or the Arrangement Agreement by Choom, the performance of Choom’s obligations under this Agreement, the Arrangement Agreement or the Plan of Arrangement, or the completion by Choom of the transactions contemplated by this Agreement and the Arrangement Agreement will:
(i) result in or constitute a breach of any term or provision of, or constitute a default under, the constating documents of Choom;
(ii) result in or constitute a breach of any term or provision of, or constitute a default under, any agreement to which Choom or any Subsidiary is a party or which affects the Choom Shares, except where such event would not, individually or in the aggregate, have a Material Adverse Effect on Choom or the Choom Subsidiaries and would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Arrangement.
Absence of Conflict. None of the authorization, execution and delivery of this Agreement by Choom, the performance of Choom’s obligations under this Agreement or the Plan of Arrangement, or the completion by Choom of the transactions contemplated by this Agreement will:
(a) result in or constitute a breach of any term or provision of, or constitute a default under, the constating documents of Choom;
(b) result in or constitute a breach of any term or provision of, or constitute a default under, any agreement to which Choom or any Subsidiary is a party or which affects the Choom Shares;
(c) constitute an event that would permit any party to any agreement with Choom or any of its Subsidiaries to amend, cancel, terminate or xxx for damages with respect to that agreement, or to accelerate the maturity of any indebtedness of Choom or any of its Subsidiaries, or other obligation of Choom or any of its Subsidiaries, under such agreement;
(d) result in the creation or imposition of any Lien on the Choom Shares;
(e) cause the suspension of or revocation of any Permit currently in effect held by Choom or any of its Subsidiaries;
(f) give rise to any rights of first refusal or trigger any change in control provisions under any note, bond, mortgage, indenture, Contract (other than with respect to any benefit of compensation arrangements with an employee, director or consultant), license, franchise or Permit to which Choom or any of its Subsidiaries is a party;
(g) contravene any applicable Law; or
(h) contravene any judgment, order, writ, injunction or decree of any Governmental Entity, except, in the case of the matters referred to in Sections 5(b), 5(c) and 5(e), where such event would not, individually or in the aggregate, have a Material Adverse Effect on Choom or its Subsidiaries and would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Arrangement.
Absence of Conflict. The Executive represents and warrants that her employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.
Absence of Conflict. Neither the execution and delivery of the Transaction Documents by the Purchaser nor the consummation of the Contemplated Transactions by the Purchaser will (a) violate, conflict with, result in a breach or termination of, constitute a default under or give rise to a right to terminate, amend, cancel or accelerate (or an event which, with notice or lapse of time or both, would constitute the same) (i) any material Contract to which the Purchaser is a party or by which any of its properties or assets is bound; (ii) the Certificate of Incorporation or Bylaws of the Purchaser or (iii) any Law, order of a Governmental Body or any other restriction of any kind or character applicable to the Purchaser or any of its properties or assets; or (b) result in the creation or imposition of any Encumbrance upon any properties or assets of the Purchaser except where any such violation, conflict, breach, termination, default, amendment, cancellation, acceleration or Encumbrance would not have a material adverse effect on the Purchaser or the Contemplated Transactions.
