Absence of Legal Conflicts. The execution and delivery of this Agreement by Electrolinks does not, and the performance of this Agreement by such party of the transactions contemplated by this Agreement will not:
3.1.21.1 conflict with or violate the constituent documents of Electrolinks, or any resolution of the shareholders of Electrolinks;
3.1.21.2 conflict with or violate any Applicable Law; or
3.1.21.3 result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Electrolinks is a party in relation to the Business or by which the Business or the Assets is bound or affected, which, in any such case, would prohibit or delay such parties’ ability to perform their respective obligations under this Agreement.
Absence of Legal Conflicts. The execution and delivery of this Agreement by the Founders and Netrix does not, and the performance of this Agreement by such Parties and the completion by them of the transactions contemplated by this Agreement will not:
30.1. conflict with or violate the constating documents of Netrix or any resolution of the directors or shareholders of Netrix;
30.2. conflict with or violate any Applicable Law; or
30.3. result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licence, permit, franchise or other instrument or obligation to which the Founders or Netrix is a party in relation to the Business or by which the Business or the Assets is bound or affected, which, in any such case, would prohibit or delay such Parties’ ability to perform their respective obligations under this Agreement.
Absence of Legal Conflicts. The execution and delivery of this Agreement by Solar and Planktos does not, and the performance of this Agreement by such parties and the completion by them of the transactions contemplated by this Agreement will not:
3.1.22.1. conflict with or violate the constating documents of Planktos or Solar, or any resolution of the director or Planktos or the directors of Solar;
3.1.22.2. conflict with or violate any Applicable Law; or
3.1.22.3. result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Solar or Planktos is a party in relation to the Business or by which the Business or the Assets is bound or affected, which, in any such case, would prohibit or delay such Parties’ ability to perform their respective obligations under this Agreement. 11
Absence of Legal Conflicts. The execution and delivery of this Agreement by ZAG does not, and the performance of this Agreement by such parties of the transactions contemplated by this Agreement will not:
3.1.21.1 conflict with or violate the constituent documents of ZAG, or any resolution of the shareholders of ZAG;
3.1.21.2 conflict with or violate any Applicable Law; or
Absence of Legal Conflicts. The execution and delivery of this Agreement by Solar and D2Fusion does not, and the performance of this Agreement by such parties and the completion by them of the transactions contemplated by this Agreement will not:
3.1.22.1. conflict with or violate the constating documents of D2Fusion or Solar, or any resolution of the director of D2Fusion or the directors of Solar;
3.1.22.2. conflict with or violate any Applicable Law; or
3.1.22.3. result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Solar or D2Fusion is a party in relation to the Business or by which the Business or the Assets is bound or affected, which, in any such case, would prohibit or delay such Parties' ability to perform their respective obligations under this Agreement.
Absence of Legal Conflicts. The execution, delivery, and performance of the transactions contemplated by this Agreement will not:
17.1. conflict with or violate the constitutional documents of the Licensor, or any resolution of the directors or shareholders of the Licensor;
17.2. conflict with or violate any Applicable Law; or
17.3. result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licence, permit, franchise or other instrument or obligation to which the Licensor is a party in relation to the Business or by which the Business or the assets is bound or affected, which, in any such case, would prohibit or delay such Parties’ ability to perform their respective obligations under this Agreement.
Absence of Legal Conflicts. The execution and delivery of this Agreement by such Holder does not, and the performance of this Agreement by such Holder of the transactions contemplated by this Agreement will not:
3.1.4.1 conflict with or violate any Applicable Law; or
Absence of Legal Conflicts. The execution and delivery of this Agreement by the Vendor and the Other Transaction Documents to which the Vendor is a party, do not and, subject to receipt of the Consents, the performance of the transactions contemplated by this Agreement and the Other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby will not:
3.1. conflict with or violate the constating or organizational documents of the Vendor or any resolution of its directors or shareholders, as the case may be;
3.2. to the best of the Vendor's knowledge, conflict with or violate any Applicable Laws or any permit (including the Licences and Permits), Order, judgment or decree applicable to or by which the Purchased Assets are bound or affected; or
3.3. other than in connection with the indebtedness (and security related thereto) to be discharged on or before Closing, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than a Permitted Encumbrance) on any of the Purchased Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licence, permit (including the Licences and Permits), franchise or other instrument or obligation to which the Company is a party or by which it is bound or affected.
Absence of Legal Conflicts. The execution and delivery of this Agreement by PWS does not, and the performance of this Agreement by such parties of the transactions contemplated by this Agreement will not:
3.1.20.1 conflict with or violate the constituent documents of PWS or any resolution of the directors thereof or the Shareholders;
3.1.20.2 conflict with or violate any Applicable Law; or
3.1.20.3 result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which PWS is a party in relation to the Business or by which the Business or the Assets is bound or affected, which, in any such case, would prohibit or delay such parties’ ability to perform their respective obligations under this Agreement.
Absence of Legal Conflicts. The execution and delivery of this Agreement by the Vendors and the Other Transaction Documents to which either the Vendor is or will become a party, do not and, subject to receipt of the Consents, the performance of the transactions contemplated by this Agreement and the Other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby will not:
4.1.4.1 conflict with or violate the constating or organizational documents of such Vendor or any resolution of its directors or shareholders in force and effect as at the date hereof;
4.1.4.2 to the Vendors’ knowledge, conflict with or violate any Applicable Laws, Environmental Laws or Order applicable to or by which the Purchased Assets are bound or affected; or
4.1.4.3 other than in connection with the Indebtedness (and security related thereto) to be discharged on or before Closing, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than a Permitted Encumbrance) on any Material portion of the Purchased Assets pursuant to, any Contracts or Licences or Permits that individually or in the aggregate are Material to the Business to which the Business is a party or by which it is bound or affected.
