Common use of Absence of Existing Defaults and Conflicts Clause in Contracts

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is in violation of its respective charter, by-laws, certificate of formation, limited liability company agreement or similar document or agreement, as applicable, or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (IPC the Hospitalist Company, Inc.), Underwriting Agreement (IPC the Hospitalist Company, Inc.), Underwriting Agreement (IPC the Hospitalist Company, Inc.)

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Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is in violation of its respective charter, by-laws, certificate of formationlimited partnership agreement, limited liability company agreement or similar document or agreementorganizational documents, as applicable, or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would notnot reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is in violation of its respective charter, by-lawsarticles of organization, certificate of formation, limited liability company operating agreement or similar document or agreement, as applicable, by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Receptos, Inc.), Underwriting Agreement (Receptos, Inc.), Underwriting Agreement (Receptos, Inc.)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is (i) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except except, for the purposes of clause (ii), such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Rocket Fuel Inc.), Underwriting Agreement (Rocket Fuel Inc.), Underwriting Agreement (Rocket Fuel Inc.)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is in violation of its respective charter, by-laws, certificate of formation, limited liability company agreement or similar document or agreementorganizational documents, as applicable, or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would notnot reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is (i) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except except, for the purposes of clause (ii), for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Realpage Inc), Underwriting Agreement (Realpage Inc), Underwriting Agreement (Realpage Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is in violation of its respective charter, by-laws, certificate of formation, limited liability company agreement laws or similar document or agreementother organizational documents, as applicablethe case may be, or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Atwood Oceanics Inc), Underwriting Agreement (Atwood Oceanics Inc), Underwriting Agreement (Atwood Oceanics Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities Subsidiaries is in violation of its respective charter, by-laws, certificate of formation, limited liability company operating agreement or by-laws (or similar document or agreement, as applicable, organizational documents) or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such violations or defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Ranger Energy Services, Inc.), Underwriting Agreement (Ranger Energy Services, Inc.)

Absence of Existing Defaults and Conflicts. Neither None of the Company nor any of its Company, the Guarantors or their respective subsidiaries or Affiliated Entities is (i) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except in the case of (ii), such defaults that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Community Health Systems Inc), Underwriting Agreement (Community Health Systems Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities Material Subsidiaries is in violation of its respective charter, charter or by-laws, certificate laws nor is the Company or any of formation, limited liability company agreement or similar document or agreement, as applicable, or its subsidiaries in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Qimonda AG), Underwriting Agreement (Qimonda AG)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is in violation of its respective charter, by-laws, certificate of formation, limited liability company agreement laws or similar document or agreementother organizational documents, as applicablethe case may be, or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Key Energy Services Inc), Purchase Agreement (Key Energy Services Inc)

Absence of Existing Defaults and Conflicts. Neither None of the Company nor any of its Company, the Guarantors or their respective subsidiaries or Affiliated Entities is (i) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except except, in the case of (ii), such defaults that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Community Health Systems Inc), Underwriting Agreement (Community Health Systems Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities Subsidiaries is in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws (or similar document or agreement, as applicable, organizational documents) or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that do not have and would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Deltek, Inc), Underwriting Agreement (Deltek, Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is (i) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except except, for the purpose of clause (ii), for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Netsuite Inc), Underwriting Agreement (Netsuite Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is (A) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (B) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except except, in the case of this clause (B), such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Global Geophysical Services Inc), Underwriting Agreement (Global Geophysical Services Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities Subsidiaries is in violation of its respective charter, by-lawsbylaws, certificate of formationoperating agreement, limited liability company partnership agreement or similar document governing documents or agreement, as applicable, agreements or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Worthington Industries Inc), Underwriting Agreement (Worthington Industries Inc)

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Absence of Existing Defaults and Conflicts. Neither the Company Company, the Guarantors nor any of its their respective subsidiaries or Affiliated Entities is in violation of its respective charter, by-laws, certificate of formation, limited liability company agreement bylaws or similar document or agreement, as applicable, Organizational Documents or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Earthstone Energy Inc), Purchase Agreement (Earthstone Energy Inc)

Absence of Existing Defaults and Conflicts. Neither None of the Company nor or any of its subsidiaries or, to the knowledge of the Company, the Target Company or Affiliated Entities any of its subsidiaries, is in violation of its respective charter, by-laws, certificate of formation, limited liability company agreement charter or similar document or agreement, as applicable, bylaws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, not individually or in the aggregate, result in aggregate have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Valmont Industries Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities the Subsidiaries is in violation of its respective charter, by-laws, certificate memorandum and articles of formation, limited liability company agreement association or similar equivalent constituent document or agreement, as applicable, or in default (or with the giving of notice or lapse of time time, or both, would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which the Company or any of them the Subsidiaries is a party or by which the Company or any of them the Subsidiaries is bound or to which any of the properties of the Company or any of them the Subsidiaries is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Charm Communications Inc.)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is in violation of its respective charter, by-lawsarticles of association, certificate of formation, limited liability company agreement bylaws or similar document or agreement, as applicableother organizational documents, or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Core Laboratories N V)

Absence of Existing Defaults and Conflicts. Neither None of the Company nor Company, any of its subsidiaries or Affiliated any of the Target Entities is (i) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them it is a party or by which any of them it is bound or to which any of the its properties of any of them is subject, except such defaults that as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Heckmann Corp)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is (A) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (B) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except except, for the purposes of clause (B), such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Codexis Inc)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is in violation of its respective charter, by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, other constitutive documents or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults as are described in the General Disclosure Package or that would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Aei)

Absence of Existing Defaults and Conflicts. Neither None of the Company nor any of or its subsidiaries or Affiliated Entities Subsidiaries is (i) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws (or similar document any equivalent documents) or agreement, as applicable, or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in have a Material Adverse Effect.

Appears in 1 contract

Samples: Exchange Agreement (Teligent, Inc.)

Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries or Affiliated Entities is (i) in violation of its respective charter, charter or by-laws, certificate of formation, limited liability company agreement laws or similar document or agreement, as applicable, or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except except, for the purposes of clause (ii) such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Synchronoss Technologies Inc)

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