Absence of Conflicts and Consent Requirements. Buyer’s execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and performance of its obligations hereunder and thereunder, including the purchase of and payment for the Purchased Assets hereunder, do not and will not conflict with, violate or result in any default under Buyer’s Articles of Incorporation or bylaws, or with any mortgage, indenture, agreement, instrument or other contract to which Buyer is a party or by any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Buyer is subject. Buyer’s execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and the performance of its obligations hereunder and thereunder, including the purchase of and payment for the Purchased Assets, do not and will not require the consent of, or any prior filing with or notice to, any governmental authority or other third party.
Absence of Conflicts and Consent Requirements. Sellers execution and delivery of this Agreement and performance of its obligations hereunder, including the sale of the business and the Purchased Assets hereunder, do not (i) conflict with or violate Sellers Articles or Bylaws, (ii) violate or, alone or with notice or the passage of time, result in the material breach or termination of, or otherwise give any contracting party the right to terminate or declare a default under, the terms of any written agreement to which Seller is a party or by which its properties or assets may be bound; or (iii) violate any judgment, order, decree, or to the knowledge of Seller, any law, statute, regulation or other judicial or governmental restriction to which Seller is subject.
Absence of Conflicts and Consent Requirements. Except as set forth in Section 3.2 of the Disclosure Schedule, each Seller’s execution and delivery of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing, the performance of its obligations hereunder and thereunder, and the consummation of the Transaction do not (a) conflict with or violate, the Governing Documents of any member of the Seller Group, (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, modify, declare a default or declare an acceleration under, the terms of any agreement to which any member of the Seller Group is a party or by which any of its assets may be bound (or result in the imposition of any Encumbrance upon any of its assets), or (c) violate any judgment, order, decree or any law, statute, regulation or other judicial or governmental restriction to which any member of the Seller Group is subject, except in the cases of clauses (b) and (c), for such matters as would not have a Material Adverse Effect. Except for compliance with the HSR Act and as otherwise noted in Section 3.2 of the Disclosure Schedule, there is no requirement applicable to Sellers or any other member of the Seller Group to make any filing with, or to obtain any Permit, authorization, consent or approval of, any Government Authority or any third party, as a condition to the lawful performance by Sellers of their obligations hereunder.
Absence of Conflicts and Consent Requirements. Each Buyer’s execution and delivery of this Agreement, and the performance of its respective obligations hereunder, do not (a) conflict with or violate such Buyer’s Governing Documents, (b) violate or, alone or with notice or passage of time, result in the material breach or termination of, or otherwise give any contracting party the right to terminate or declare a default or declare an acceleration under, the terms of any material written agreement to which such Buyer is a party or by which such Buyer or its assets are bound, or (c) violate any judgment, order, decree or, to the knowledge of such Buyer, any material law, statute, regulation or other judicial or governmental restriction to which such Buyer is subject, except in the cases of clauses (b) and (c), for such matters as would not have a Buyer Material Adverse Effect. Except for compliance with the HSR Act, the applicable requirements, if any, of the Securities Act, the Exchange Act or any applicable state securities laws and the rules of the New York Stock Exchange, there is no requirement applicable to Buyers to make any filing with, or to obtain any permit, authorization, consent or approval of, any Government Authority or any third party as a condition to the lawful performance by Buyers of their obligations hereunder.
Absence of Conflicts and Consent Requirements. Buyer's execution and deliver of this Agreement and performance of its obligations hereunder, including the purchase of and payment for the Assets hereunder, do not and will not conflict with, violate or result in any breach or default or, with notice or lapse of time, or both, constitute a default, under Buyer's Articles of Incorporation or Bylaws or any mortgage, indenture, agreement, instrument or other contract to which Buyer is a party or any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Buyer is subject. Buyer's execution and delivery of this Agreement and performance of its obligations hereunder, including the purchase of and payment for the Purchased Assets, do not and will not require the consent of, or any prior filing with or notice to, any governmental authority or other third party.
Absence of Conflicts and Consent Requirements. Seller’s execution and delivery of this Agreement and performance of its obligations hereunder, including the sale of the Purchased Assets hereunder, do not and will not conflict with, violate or result in any default under Seller’s certificate of incorporation or by-laws or, except as set forth on Schedule 4.10, in any default under any mortgage, indenture, agreement, instrument or other contract to which Seller is a party or by which it or its property is bound, nor will Seller’s execution and delivery of this Agreement and performance of its obligations hereunder violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Seller is subject. Other than consents necessary to assign the Transferred Contracts, Seller’s execution and delivery of this Agreement and the performance of its obligations hereunder, including the sale of the Purchased Assets, do not and will not require the consent of, or any prior filing with any governmental authority or other third party.
Absence of Conflicts and Consent Requirements. Except as set forth in Exhibit 5.3, Seller's execution and delivery of this Agreement and performance of its obligations hereunder will not (a) conflict with, violate or result in any breach or default or, with notice or lapse of time constitute a default, under (i) Seller's Certificate of Incorporation or Bylaws, or (ii) any mortgage, indenture, agreement, instrument or other contract to which Seller is a party or by which Seller or its property is bound, (b) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any assets or properties of Seller, or (c) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Seller or any of its assets is subject or by which it is bound. Except as set forth in Exhibit 5.3 hereto, Seller's execution and delivery of this Agreement and performance of its obligations hereunder, including the sale of the Purchased Assets, will not require the consent of, or any prior filing with or notice to, any governmental authority, lender or other third party, and any such consent, filing or notice will be received or delivered, as the case may be, on or prior to the Closing Date.
Absence of Conflicts and Consent Requirements. Seller’s execution and delivery of this Agreement and performance of its obligations hereunder, including the sale of the Purchased Assets, will not conflict with, violate or result in any default under Seller’s articles of incorporation or bylaws, or under any mortgage, indenture, agreement, instrument or other contract to which Seller is a party or by which Seller or its property is bound, nor will they violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Seller is subject. Except as set forth in Schedule 2.4 hereto, Seller’s execution and delivery of this Agreement and performance of its obligations hereunder, including the sale of the Purchased Assets, will not require the consent of, or any prior filing with or notice to, any governmental authority or other third party.
Absence of Conflicts and Consent Requirements. Buyer is not subject to and is not a party to any charter or bylaw, or mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character that would prevent consummation of the transactions contemplated hereby or would be violated or breached in any material respects by consummation of such transactions. No consent, waiver, approval, authorization, order, permit or license from, or registration, declaration or filing with, or notice to, any governmental authority is required by, or with respect to, Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Absence of Conflicts and Consent Requirements. Except as set forth in Section 5.5 of the Disclosure Schedules, Seller is not subject to and is not a party to any charter or bylaw, or mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character that (i) adversely affects the Business, or financial condition of the Business or any of the Purchased Assets; (ii) would prevent consummation of the transactions contemplated hereby or would be violated or breached in any material respect by consummation of such transactions; (iii) would prevent Seller from complying with the terms, conditions and provisions of this Agreement; (iv) would adversely affect the ability of Buyer to operate the Business and Purchased Assets after the Closing on substantially the same basis as theretofore operated by Seller; or (v) would require the consent of any third party to the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the ancillary agreements to which Seller is a party and the consummation of the transactions contemplated hereby do not and will not (w) result in a violation of any law or order to which Seller or any of the Purchased Assets is subject; (x) conflict with or result in a violation of any provision of the articles of organization or other organizational documents of Seller; (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Assigned Contract or any published Seller privacy policy; or (z) result in the imposition of any lien upon any of the Purchased Assets. No consent, waiver, approval, authorization, order, permit or license from, or registration, declaration or filing with, or notice to, any governmental authority is required by, or with respect to, Seller in connection with the execution and delivery of this Agreement or any ancillary agreement or the consummation of the transactions contemplated hereby. No person has any power of attorney to act on behalf of Seller in connection with its properties or business affairs.
