Absence of Conflicts with Other Agreements, Etc Sample Clauses

Absence of Conflicts with Other Agreements, Etc. Neither the pledge of the Collateral hereunder nor any of the provisions hereof (including, without limitation, the remedies provided hereunder) violates any of the provisions of any Organizational Documents of any Grantor, or any other agreement to which any Grantor or any of its property is a party or is subject, or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to the same.
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Absence of Conflicts with Other Agreements, Etc. Neither the pledge by Borrower of the Collateral hereunder nor any of the provisions hereof (including, without limitation, the grant by Borrower of the remedies provided hereunder) violates any of the provisions of (i) any Organizational Documents of Borrower, (ii) any other agreement to which Borrower or any of its property is a party or is subject, or (iii) any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to Borrower or any of its property (except, with respect to clauses (ii) and (iii), for such violations that would not, individually or in the aggregate, have a Material Adverse Effect).
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Absence of Conflicts with Other Agreements, Etc. Neither the pledge of the Collateral hereunder nor any of the provisions hereof (including, without limitation, the remedies provided hereunder) violates any of the provisions of any organizational documents of any Grantor, or any other agreement to which any Grantor or any of its property is a party or is subject, or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to the same. None of the provisions of the Note violates any of the provisions of any organizational documents of the Borrower, or any other agreement to which the Borrower or any of its property is a party or is subject, or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to the same.
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Absence of Conflicts with Other Agreements, Etc a. The execution and delivery by each Seller of this Agreement and the other Transaction Documents to which it is a party: i. Is within the respective corporate power of each Seller and is not in contravention of the terms of their respective Articles of Incorporation or Bylaws; and ii. Will not: (A) result in any breach or acceleration of maturity of any indenture or Contract to which any Seller is a party or by which any Seller or any of the Acquired Assets is bound, (B) constitute a violation of any judgment, decree, or order of any court of competent jurisdiction applicable to any Seller, and (C) violate any Legal Requirement applicable to any Seller, the Facilities, the Business, or any of the Acquired Assets. b. This Agreement has been duly and validly executed and delivered by each Seller and, as of the Closing, the other Transaction Documents to be executed and delivered by each Seller will have been duly and validly executed and delivered by them. Upon approval of this Agreement by the Board of Directors of each Seller and by Xxxxxxxxxx, as the shareholder of each Seller, this Agreement will constitute, and upon such approval and their execution and delivery of the other Transaction Documents to be executed and delivered by each Seller, the other Transaction Documents will constitute, the valid, legal, and binding obligation of each Seller, as the case may be, enforceable against each such party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, or other Legal Requirements affecting the enforcement of creditors' rights generally or the availability of equitable remedies.
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Absence of Conflicts with Other Agreements, Etc. (a) The execution, delivery and performance by Guarantor of the Lease and this Annex A and the other agreements and transactions contemplated hereby: (i) are within the power of Guarantor, are not in contravention of the terms of any resolution or act or governing instrument or any amendments thereto of Guarantor and have been duly authorized by the board of directors of Guarantor, as and to the extent required; and (ii) on the Closing Date, (A) will not result in any breach of any indenture, agreement, lease or instrument to which Guarantor is a party or by which Guarantor is bound, (B) will not constitute a violation of any judgment, decree, or order of any court of competent jurisdiction applicable to Guarantor, (C) will not violate any law, rule or regulation of any governmental authority applicable to Guarantor and (D) will not require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental or regulatory authority, except for any such breaches or violations as would not individually or in the aggregate have a material adverse effect on Guarantor's ability to perform its obligations under this Annex A.
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Absence of Conflicts with Other Agreements, Etc. The execution and delivery by Seller and BCG of this Agreement and the performance of this Agreement and the other agreements and transactions contemplated hereby to be executed and performed by Seller and BCG:
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Absence of Conflicts with Other Agreements, Etc. The execution, delivery and performance of this Agreement by Buyer and all other agreements referenced herein or ancillary hereto to which Buyer is to be a party: (i) are within Buyer's authority and powers, are not in contravention of law or of the terms of Buyer's Certificate of Incorporation, By-laws or any amendments thereto and have been duly authorized by all appropriate corporate action; (ii) do not require any approval or consent of, or filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (iii) will neither conflict with nor result in any material breach or contravention of, or the creation of any lien under, any indenture, agreement, lease, instrument or understanding to which Buyer is a party or by which Buyer is bound; (iv) will not violate any statute, law, rule or regulation of any governmental authority to which Buyer may be subject; and (v) will not violate any judgment, order or decree of any court or governmental authority to which Buyer may be subject.
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Absence of Conflicts with Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Xxxxxxx Group and the consummation of the transactions contemplated herein by Xxxxxxx Group: 1. do not require any approval, consent of, or filing with any person or entity not a party hereto; 2. will neither conflict with nor result in any breach or contravention of, nor permit the acceleration of the maturity of, or the creation of any lien under, any indenture, mortgage, agreement, lease, contract, instrument, or understanding to which Xxxxxxx Group is a party or by which any member of the Xxxxxxx Group is bound, except as expressly provided herein to the contrary; 3. will not violate any judgment, decree, order, writ, or injunction of any court or governmental authority to which any member of the Xxxxxxx Group may be subject; 4. will not violate any provision of the applicable articles of incorporation, by-law, partnership agreement, or any other document or agreement relating to the formation or operation of any member of the Xxxxxxx Group; 5. have been authorized by all appropriate boards or shareholders or partners and are and will constitute the valid and legally binding obligation of the Xxxxxxx Group, enforceable in accordance with the terms of this Agreement.
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Absence of Conflicts with Other Agreements, Etc. The execution, delivery and performance of this Agreement by each Seller and PHC and all other agreements referenced in or ancillary hereto and relating to the transactions contemplated by this Agreement to which such Seller is a party and the consummation of the transactions contemplated herein by such Seller:
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Related to Absence of Conflicts with Other Agreements, Etc

  • Conflicts with Other Agreements In the event of any conflict or inconsistency between the terms of this Agreement and any employment, severance or other agreement between the Company and the Participant, the terms of this Agreement shall govern.

  • No Conflicts, etc The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws of the Company, each as may be amended (collectively, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.

  • Absence of Conflicting Agreements Subject to obtaining the Consents, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

  • No Conflicts; Required Filings and Consents (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement. (b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

  • Severability; Conflicts with Laws This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term hereof, which shall remain in full force and effect. If any of the provisions hereof are determined to be invalid or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible. ICANN and the Working Group will mutually cooperate to develop an ICANN procedure for ICANN’s review and consideration of alleged conflicts between applicable laws and non-­‐WHOIS related provisions of this Agreement. Until such procedure is developed and implemented by ICANN, ICANN will review and consider alleged conflicts between applicable laws and non-­‐WHOIS related provisions of this Agreement in a manner similar to ICANN’s Procedure For Handling WHOIS Conflicts with Privacy Law.

  • Waivers and Supplemental Agreements with Consent of Holders With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

  • Conflict with Other Agreements In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

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