Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II with respect to governmental consents and in Schedule 4.07 with respect to consents required in connection with the assignment of certain material Contracts, the execution, delivery and performance of this Agreement by Sellers: (a) do not require the consent of any third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority); (b) will not conflict with, result in a breach of, or constitute a violation of or default under, the provisions of the Company's articles of incorporation or bylaws (or other charter or organizational documents), or any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which the Company or any Seller is a party or by which the Company or any Seller is bound; (c) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract, agreement, instrument, license or permit to which the Company is now subject; and (d) will not result in the creation of any lien, charge or encumbrance on any of the Company Stock or Stations Assets.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Regent Communications Inc), Stock Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II 5 with respect to governmental consents and in Schedule 4.07 7.9 with respect to consents required in connection with the assignment of certain material Contracts, the execution, delivery and performance of this Agreement by SellersSeller: (a) do not require the consent of any third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority); (b) will not conflict with, result in a breach of, or constitute a violation of or default under, the provisions of the CompanySeller's articles of incorporation organization or bylaws operating agreement (or other charter or organizational documents), or any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which the Company or any Seller is a party or by which the Company Seller or any Seller is of the Stations Assets are bound; (c) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract, agreement, instrument, license or permit to which Seller or any of the Company Stations Assets is now subject; and (d) will not result in the creation of any lien, charge or encumbrance on any of the Company Stock or Stations Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II 5 with respect to governmental consents and in Schedule 4.07 7.9 with respect to consents required in connection with the assignment of certain material Contracts, the execution, delivery and performance of this Agreement by Sellers: (a) do not require the consent of any third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority); (b) will not conflict with, result in a breach of, or constitute a violation of or default under, the provisions of the Company's Sellers' articles of incorporation or organization or bylaws (or other charter or organizational documents), or any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to by which the Company Sellers or any Seller is a party or by which of the Company or any Seller is Stations Assets are bound; (c) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract, agreement, instrument, license or permit to which Sellers or any of the Company Stations Assets is now subject; and (d) will not result in the creation of any lien, charge or encumbrance on any of the Company Stock or Stations Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II 5 with respect to governmental consents and in Schedule 4.07 7.9 with respect to consents required in connection with the assignment of certain material Contracts, the execution, delivery and performance of this Agreement by SellersSeller: (a) do not require the consent of any third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority); (b) will not conflict with, result in a breach of, or constitute a violation of or default under, the provisions of the CompanySeller's articles of incorporation organization or bylaws operating agreement (or other charter or organizational documents), or any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which the Company or any Seller is a party or by which the Company Seller or any Seller is of the Stations Assets are bound; (c) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract, agreement, instrument, license or permit to which Seller or any of the Company Stations Assets is now subject; and (d) will not result in the creation of any lien, charge or encumbrance on any of the Company Stock or Stations Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II with respect to governmental consents and in on Schedule 4.07 with respect to consents required in connection with the assignment of certain material Contracts2.5, the execution, delivery and performance of this Agreement by Sellers: the Company and the Shareholder and any other documents contemplated hereby (awith or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any governmental or regulatory body or authority or any other third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority)party; (bii) will not conflict withwith any provision of the Company's Articles of Incorporation, as amended or restated, or Bylaws, as amended or restated; (iii) will not conflict with result in a breach violation of, or constitute a violation of or default underunder any law, the provisions of the Company's articles of incorporation or bylaws (or other charter or organizational documents)ordinance, or any applicable lawregulation, ruling, judgment, order, injunction, decree, rule, regulation order or ruling injunction of any court or governmental authority instrumentality to which the Company or any Seller the Shareholder is a party or by which the Company or the Shareholder or any Seller is of their properties are subject or bound; (civ) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or of, result in a breach of the terms, conditions or provisions of, or constitute a default under, require any Contractnotice under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit permit, material to this transaction, to which the Company or the Shareholder is now subjecta party or by which the Company or the Shareholder or any of their properties are bound; and (dv) will not result in the creation of create any lien, charge encumbrance or encumbrance on restriction upon any of the assets or properties of the Company Stock or Stations Assetsthe Shareholder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aquacell Technologies Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II with respect to governmental consents and in Schedule 4.07 with respect to for the consent of the Company's common and preferred shareholders and consents required in connection with the assignment of certain material ContractsContracts as set forth in Schedule 4.13, the execution, delivery and performance of this Agreement by SellersCarpxxxxx xxx the Company: (a) do not require the consent of any third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority); (b) will not conflict with, result in a breach of, or constitute a violation of or default under, the provisions of the Company's articles of incorporation or bylaws (or other charter or organizational documents), or any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which the Company or any Seller is Carpxxxxx xx a party or by which the Company or any Seller is Carpxxxxx xx bound; (c) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract, agreement, instrument, license or permit to which the Company is now subject; and (d) will not result in the creation of any lien, charge or encumbrance on any of the Company Stock or Stations Assets.
Appears in 1 contract
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II with respect to governmental consents and in Schedule 4.07 with respect to consents required in connection with the assignment of certain material Contracts4.11, the execution, delivery and performance of this Agreement by Sellersthe Owner and the Company: (a) do not require the consent of any third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority); (b) will not conflict with, result in a breach of, or constitute a violation of or default under, the provisions of any of the Company's articles Articles of incorporation or bylaws Incorporation, Articles of Organization, By-Laws, Operating Agreements (or other charter or organizational documents)) of the Company, or any applicable lawLaw, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority Governmental Authority to which the Owner or the Company or any Seller is a party or by which the Owner, the Company or any Seller is boundof the Purchased Assets are subject; (c) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Material Contract, Permit, agreement, instrument, instrument or license or permit to which the Owner, the Company is or any of the Purchased Assets are now subject; and (d) will not result in the creation of any lien, charge or encumbrance Liens on any of the Company Stock or Stations Purchased Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Watch Restaurant Group, Inc.)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II 5 with respect to governmental consents and in Schedule 4.07 SCHEDULE 7.9 with respect to consents required in connection with the assignment of certain material Contracts, the execution, delivery and performance of this Agreement by SellersSeller: (a) do not require the consent of any third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority); (b) will not conflict with, result in a breach of, or constitute a violation of or default under, the provisions of the CompanySeller's articles of incorporation or bylaws partnership agreement (or other charter or organizational documents), or any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which the Company or any Seller is a party or by which the Company Seller or any Seller is of the Stations Assets are bound; (c) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract, agreement, instrument, license or permit to which Seller or any of the Company Stations Assets is now subject; and (d) will not result in the creation of any lien, charge or encumbrance on any of the Company Stock or Stations Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article II with respect to governmental consents and in on Schedule 4.07 with respect to consents required in connection with the assignment of certain material Contracts2.5, the execution, delivery and performance of this Agreement by Sellers: the Company and the Unit Holders and any other documents contemplated hereby (awith or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any governmental or regulatory body or authority or any other third party (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority)party; (bii) will not conflict withwith any provision of the Company's Articles of Organization, as amended or restated, or Bylaws, as amended or restated; (iii) will not conflict with result in a breach violation of, or constitute a violation of or default underunder any law, the provisions of the Company's articles of incorporation or bylaws (or other charter or organizational documents)ordinance, or any applicable lawregulation, ruling, judgment, order, injunction, decree, rule, regulation order or ruling injunction of any court or governmental authority instrumentality to which the Company or any Seller the Unit Holders is a party or by which the Company or the Unit Holders or any Seller is of their properties are subject or bound; (civ) will not either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or of, result in a breach of the terms, conditions or provisions of, or constitute a default under, require any Contractnotice under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit permit, material to this transaction, to which the Company is now subjector the Unit Holders are a party or by which the Company or the Unit Holders or any of their properties are bound; and (dv) will not result in the creation of create any lien, charge encumbrance or encumbrance on restriction upon any of the assets or properties of the Company Stock or Stations Assetsthe Unit Holders.
Appears in 1 contract