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

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective Subsidiaries is (A) in violation of its respective Organizational Documents; (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, contract, note, 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; or (C) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (B) and (C) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 16 contracts

Samples: At Market Issuance Sales Agreement (Strawberry Fields REIT, Inc.), Underwriting Agreement (Wheeler Real Estate Investment Trust, Inc.), At Market Issuance Sales Agreement (Bluerock Residential Growth REIT, Inc.)

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Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its Subsidiaries is (Ai) in violation of its respective Organizational Documents; certificate of formation, limited liability company agreement, limited partnership agreement, charter, by-laws or similar organizational documents, (Bii) 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, contract, note, 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; , or (Ciii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except except, in the case of clauses (Bii) and (Ciii) above, for any such default or violation that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 13 contracts

Samples: Underwriting Agreement (Solaris Energy Infrastructure, Inc.), Underwriting Agreement (Solaris Oilfield Infrastructure, Inc.), Underwriting Agreement (Solaris Oilfield Infrastructure, Inc.)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective Subsidiaries its subsidiaries is (Ai) in violation of its respective Organizational Documentscharter or by-laws or similar organizational documents; (Bii) 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, contract, note, 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; or (Ciii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (Bii) and (Ciii) above, for any such default defaults or violation that would not, individually or in the aggregate, have result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Organogenesis Holdings Inc.), Underwriting Agreement (International Money Express, Inc.), Underwriting Agreement (Organogenesis Holdings Inc.)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective Subsidiaries its subsidiaries is (Ai) in violation of its respective Organizational Documentscharter or by-laws or similar organizational documents; (Bii) 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, contract, note, 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; or (Ciii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (Bii) and (Ciii) above, for any such default or violation defaults that would not, individually or in the aggregate, have result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (CURO Group Holdings Corp.), Underwriting Agreement (CURO Group Holdings Corp.)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective Subsidiaries its subsidiaries is (A) in violation of its respective Organizational Documents; (B1) charter or by-laws (or similar organizational documents) or (2) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant covenant, condition or condition term contained in any indenture, loan, contract, note, loan agreement, mortgage, deed of trust, 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 or assets of any of them is subject; , or (C3) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except except, in the case of clauses (B2) and (C3) above, for any such default or violation that would notthat, individually or in the aggregate, would not have a Material Adverse Effect and would not result in a prospective Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Sunoco Inc), Underwriting Agreement (SunCoke Energy, Inc.)

Absence of Existing Defaults and Conflicts. Neither None of the Transaction Partnership Entities nor any of their respective Subsidiaries (i) is (A) in violation of its respective Organizational Documents; limited partnership agreement, limited liability company agreement or similar organizational documents, (Bii) is 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, contract, note, 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; subject or (Ciii) is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator governmental agency or governmental body having jurisdiction over it or regulatory authorityits property or assets, except except, in the case of clauses (Bii) and (C) aboveiii), for to the extent any such violation or default or violation that would notnot reasonably be expected to, individually or in the aggregate, have result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Rattler Midstream Lp), Purchase Agreement (Viper Energy Partners LP)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective Subsidiaries its subsidiaries is (Ai) in violation of its respective Organizational Documentscharter or by-laws or similar organizational document; (Bii) 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, contract, note, 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; or (Ciii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (Bii) and (Ciii) above, for any such default or violation that would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (SOC Telemed, Inc.), Underwriting Agreement (SOC Telemed, Inc.)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective Subsidiaries is (A) in violation of its respective Organizational Documents; (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, contract, note, 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; or (C) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (B) and (C) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective Subsidiaries its subsidiaries is (A) in violation of its respective Organizational Documents; (B1) charter or by-laws (or similar organizational documents) or (2) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant covenant, condition or condition term contained in any indenture, loan, contract, note, loan agreement, mortgage, deed of trust, 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 or assets of any of them is subject; , or (C3) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except except, in the case of clauses (B2) and (C3) above, for any such default or violation that does not have and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (SunCoke Energy, Inc.)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective Subsidiaries its subsidiaries is (Ai) in violation of its respective Organizational Documentscharter, notice of articles, articles or by-laws or similar organizational documents; (Bii) 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, contract, note, 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; or (Ciii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (Bii) and (Ciii) above, for any such default defaults or violation that would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (AbCellera Biologics Inc.)

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Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective Subsidiaries its subsidiaries is (A) in violation of its respective Organizational Documentscharter or by-laws or similar organizational documents; (B) in default (or default, and no event has occurred that, with the giving of notice or lapse of time or both, would be constitute such a default, in default) under the due performance or observance of any existing obligation, agreementterm, covenant or condition contained in any indenture, loan, contract, note, agreement, mortgage, lease deed of trust, loan agreement 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 or assets is subject; or (C) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses clause (B) and or (C) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.;

Appears in 1 contract

Samples: Underwriting Agreement (Southern Union Co)

Absence of Existing Defaults and Conflicts. Neither None of the Transaction Entities nor any of Issuers, the Guarantors or their respective Subsidiaries subsidiaries is (Ai) in violation of its respective Organizational Documentscharter, by-laws or operating agreement; (Bii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, obligation agreement, covenant or condition contained in any indenture, loan, contract, note, 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; or (Ciii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (Bii) and (Ciii) above, for any such default defaults or violation violations that would not, individually or in the aggregate, have result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (CVR Partners, Lp)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its Subsidiaries is (A) in violation of its respective Organizational Documents; (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, contract, note, 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; or (C) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (B) and (C) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (OptimumBank Holdings, Inc.)

Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its Significant Subsidiaries is (Ai) in violation of its respective Organizational Documentscharter or by-laws or similar organizational document; (Bii) 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, contract, note, 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; or (Ciii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (Bii) and (Ciii) above, for any such default defaults or violation that would not, individually or in the aggregate, have result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (HireRight Holdings Corp)

Absence of Existing Defaults and Conflicts. Neither None of the Transaction Entities nor any of Issuers, the Guarantors or their respective Subsidiaries subsidiaries is (Ai) in violation of its respective Organizational Documents; charter, by-laws or operating agreement; (Bii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, obligation agreement, covenant or condition contained in any indenture, loan, contract, note, 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; subject; or (Ciii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (Bii) and (Ciii) above, for any such default defaults or violation violations that would not, individually or in the aggregate, have result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement

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