Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (a) any term or provision of the charter or constitutional documents of either of the Purchasers, (b) any contract to which either of the Purchasers is a party, (c) any judgment, decree or order of any Governmental Entity to which either of the Purchasers is a party or by which either of the Purchasers or any of its properties is bound or (d) any statute, law, rule or regulation applicable to either of the Purchasers.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (PRGX Global, Inc.)

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Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (a) any term or provision of the charter or constitutional documents of either of the PurchasersPurchaser, (b) any material contract to which either of the Purchasers Purchaser is a party, (c) any judgment, decree or order of any Governmental Entity to which either of the Purchasers Purchaser is a party or by which either of the Purchasers Purchaser or any of its properties is bound or (d) any statute, law, rule or regulation applicable to either of the PurchasersPurchaser.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Repay Holdings Corp), Securities Purchase Agreement (Repay Holdings Corp)

Absence of Restrictions and Conflicts. The execution, ------------------------------------- delivery and performance of this Agreement and the Purchaser Ancillary DocumentsOther Agreements, the consummation of the transactions contemplated by this Agreement hereby and the Purchaser Ancillary Documents thereby and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents Other Agreements do not or and will not (as the case may be)not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (ai) any term or provision of the charter Articles of Incorporation or constitutional documents Bylaws of either of the PurchasersBuyer, (bii) any contract Contract to which either of the Purchasers it is a party, (ciii) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which either of the Purchasers Buyer is a party or by which either of the Purchasers Buyer or any of its properties is bound bound, or (div) any statute, law, regulation or rule or regulation applicable to either Buyer, so as to have, in the case of subsections (ii) through (iv) above, a Material Adverse Effect on the PurchasersShareholders or Midland.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intelligent Life Corp)

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (a) any term or provision of the charter or constitutional documents of either of the PurchasersPurchaser, (b) any contract to which either of the Purchasers Purchaser is a party, (c) any judgment, decree or order of any Governmental Entity to which either of the Purchasers Purchaser is a party or by which either of the Purchasers Purchaser or any of its properties is bound or (d) any statute, law, rule or regulation applicable to either of the PurchasersPurchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Repay Holdings Corp)

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Buyer Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Purchaser Buyer Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Buyer Ancillary Documents do not or will not (not, as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (a) any term or provision of the charter or constitutional organizational documents of either of the PurchasersBuyer, (b) any contract material Contract to which either of the Purchasers Buyer is a party, (c) any judgment, decree or order of any Governmental Entity to which either of the Purchasers Buyer is a party or by which either of the Purchasers Buyer or any of its properties is bound or (d) any statute, law, rule or regulation applicable to either of the PurchasersApplicable Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chase Corp)

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Ancillary DocumentsOther Agreements, the consummation of the transactions contemplated by this Agreement hereby and the Purchaser Ancillary Documents thereby and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents Other Agreements do not or and will not (as the case may be)not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (ai) any term or provision of the charter Articles of Incorporation or constitutional documents Bylaws of either of the PurchasersBuyer, (bii) any contract Contract to which either of the Purchasers it is a party, (ciii) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which either of the Purchasers Buyer is a party or by which either of the Purchasers Buyer or any of its properties is bound bound, or (div) any statute, law, regulation or rule or regulation applicable to either Buyer, so as to have, in the case of the Purchaserssubsections (ii) through (iv) above, a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harbinger Corp)

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Ancillary DocumentsAgreements, the consummation of the transactions contemplated by this Agreement hereby and the Purchaser Ancillary Documents thereby and the fulfillment of of, and compliance with with, the terms and conditions of this Agreement hereof and the Purchaser Ancillary Documents thereof do not or will shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (a) any term or provision of the charter or constitutional documents of either Organizational Documents of the PurchasersPurchaser, (b) any contract to which either of the Purchasers is a party, (c) any judgment, decree or order of any Governmental Entity to which either of the Purchasers Purchaser is a party or by which either of the Purchasers Purchaser or any of its properties is are bound or (dc) any statute, law, rule or regulation Law applicable to either of the PurchasersPurchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smith Douglas Homes Corp.)

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Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (a) any term or provision of the charter or constitutional documents of either of the PurchasersPurchaser, (b) any contract to which either of the Purchasers Purchaser is a party, (c) any judgment, decree or order of any Governmental Entity to which either of the Purchasers Purchaser is a party or by which either of the Purchasers Purchaser or any of its properties is bound bound, or (d) any permit, statute, law, rule or regulation applicable to either of the PurchasersPurchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Labarge Inc)

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Ancillary DocumentsOther Agreements, the consummation of the transactions contemplated by this Agreement hereby and the Purchaser Ancillary Documents thereby and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents Other Agreements do not or and will not (as the case may be)not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default Default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (ai) any term or provision of the charter Articles of Incorporation or constitutional documents Bylaws of either of the PurchasersBuyer, (bii) any contract Contract to which either of the Purchasers Buyer is a party, (ciii) any judgment, decree or order of any court or Governmental Entity Authority or agency to which either of the Purchasers Buyer is a party or by which either of the Purchasers Buyer or any of its his properties is bound are bound, or (div) any statute, law, regulation or rule or regulation applicable to either Buyer, so as to have, in the case of the Purchaserssubsections (ii) through (iv) above, a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Silver Falcon Mining, Inc.)

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Purchaser Ancillary DocumentsAgreement, the consummation of the transactions contemplated by this Agreement hereby and the Purchaser Ancillary Documents thereby, and the fulfillment of and compliance with the terms and conditions of this Agreement hereof and the Purchaser Ancillary Documents thereof do not or and will not (as the case may be)not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (ai) any term or provision of the charter Articles or constitutional documents Memorandum of either Association or Byelaws of the PurchasersPurchaser, (bii) any contract contract, agreement, commitment or understanding to which either of the Purchasers Purchaser is a partyparty or to which Purchaser or any of Purchaser's properties is subject, (cii) any judgment, decree or order of any court or Governmental Entity Authority to which either of the Purchasers Purchaser is a party or by which either of the Purchasers Purchaser or any of its Purchaser's properties is bound bound, or (div) any statute, law, regulation or rule or regulation applicable to either of the PurchasersPurchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (RSL Communications PLC)

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