Absence of Violation or Conflicts. The execution, delivery and performance of the transactions contemplated by this Agreement and the Real Property Purchase Agreements by the Sellers and the Owners do not and will not (a) violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other person under, (i) any law, ordinance or governmental rule or regulation known to the Sellers or the Owners and to which the Sellers or the Owners, the Assets or the Businesses are subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is known to the Sellers or the Owners and which is applicable to any of the Sellers or the Owners, the Assets or the Businesses, (iii) the governing documents of or any securities issued by the Sellers, or (iv) any mortgage, indenture or other instrument, document or understanding, oral or written, to which any of the Sellers or the Owners are a party, by which any of the Sellers or the Owners may have rights or by which any of the Assets or the Businesses may be bound or affected, and (b) give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Sellers thereunder. Except for certain consents to assignment to be obtained on a post-Closing basis, as set forth in Section 2.13, no authorization, approval or consent of, and no registration or filing with any governmental or regulatory official, body or authority is required in connection with the execution, delivery or performance of this Agreement by the Sellers or the Owners.
Absence of Violation or Conflicts. Except as set forth on Schedule 2.4, the execution, delivery and performance of the transactions contemplated by this Agreement by the Sellers does not and will not violate, conflict with or result in the breach of any term, condition or provision of (a) any existing law, ordinance, or governmental rule or regulation to which the Sellers or the Business is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to the Sellers or the Business, (c) the certificate of incorporation or by-laws of the Sellers or (d) any mortgage, indenture, or other instrument, document or understanding, oral or written, to which either Seller is a party, by which any of the
Absence of Violation or Conflicts. Except as set forth on Schedule 3.3, the execution, delivery and performance of the transactions contemplated by this Agreement by the Purchasers does not and will not (a) violate, conflict with or result in the breach of any term, condition or provision of (i) any existing law, ordinance or governmental rule or regulation to which the Purchasers are subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to the Purchasers (ii) the certificate of incorporation or by-laws of the Purchasers or (iv) any mortgage, indenture, or other instrument, document or understanding, oral or written, to which the Purchasers are a party, or (b) create, or cause the acceleration of the maturity of, any debt, obligation or liability of the Purchasers. Except as set forth on such Schedule 3.3, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery or performance of this Agreement by the Purchasers, except as have been made or obtained, or where the failure to be so made or obtained would not have a material adverse effect on the operation of the Business by the Purchasers after the Closing Date.
Absence of Violation or Conflicts. To the best of Seller's knowledge, the execution, delivery and performance of the transactions contemplated by this Agreement by Seller do not and will not (a) violate, conflict with, or result in the breach of any term, condition, or provision of, or require the consent of any other person under, (i) any law, ordinance, or governmental rule or regulation known to Seller and to which Seller, the Assets, or the Business is subject, (ii) any judgment, order, writ, injunction, decree, or award of any court, arbitrator, or governmental or regulatory official, body, or authority which is known to Seller and which is applicable to Seller, the Assets, or the Business, (iii) any mortgage, indenture, or other instrument, document, or understanding, oral or written, to which Seller is a party, by which Seller may have rights, or by which any of the Assets or the Business may be bound or affected, and (b) give any party with rights thereunder the right to terminate, modify, accelerate, or otherwise change the existing rights or obligations of Seller thereunder. To the best of Seller's knowledge, no authorization, approval, or consent of, and no registration or filing with, any governmental or regulatory official, body, or authority is required in connection with the execution, delivery or performance of this Agreement by Seller.
Absence of Violation or Conflicts. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents (a) do not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other person under (i) any Applicable Laws, (ii) any judgment, order, writ, injunction, decree or award of any court Governmental Authority which is applicable to the Seller Parties or by which any of their respective properties or assets may be bound, (iii) the articles of incorporation, bylaws or any other organizational documents of Seller or any securities issued by Seller, or (iv) any Applicable Agreement or (b) result in the creation of any Lien, or the right of any third party of any kind whatsoever upon the properties or assets of Seller or allow any such right that was previously created to become exercisable. Copies of the articles of incorporation, bylaws and any other organizational documents Seller previously delivered or made available to Buyer are the complete and correct organizational documents of Seller in effect as of the date hereof and as of the Closing Date. No authorization, approval or consent of, and no registration or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of the Transaction Documents by the Seller Parties.
Absence of Violation or Conflicts. Except as set forth on Schedule 3.3, the execution, and delivery of this Agreement and the Ancillary Agreements, and the performance of the Seller’s obligations, and consummation of the transactions contemplated, hereunder and thereunder do not and will not violate, conflict with or result in the breach of any term, condition or provision of (a) any existing Laws or other restriction of a Governmental Authority to which the Seller is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to the Seller,
Absence of Violation or Conflicts. Except as set forth in Schedule 3.3, the execution, delivery and performance of the transactions contemplated by this Agreement by the Seller does not and will not violate, conflict with or result in the breach of any term, condition or provision of (a) any existing law, ordinance or governmental rule or regulation to which the Seller is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to the Seller, (c) the certificate of incorporation or by-laws of the Seller, or (d) other than the Licensor's Consent, require consent of any third party, which violation, conflict or breach would have a material adverse effect on the Product Line.
Absence of Violation or Conflicts. The execution and delivery by CVI of this Agreement and each of the other Transaction Documents do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation, or any right of first refusal or first option or to the loss of a benefit under, (i) any provision of the Certificate of Incorporation or By-Laws or other charter documents of CVI or any CVI Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, partnership agreement or other agreement, instrument, permit, concession, franchise or license to which CVI or any CVI Subsidiary is a party or by which any of them or any of their respective properties or assets is bound or affected, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CVI or any CVI Subsidiary or any of their respective properties or assets. The consummation of the Acquisition will not require the consent of any third party or have a material adverse effect upon any right, license, franchise, lease or agreement of CVI.
Absence of Violation or Conflicts. Neither the execution and delivery by such CVI Stockholder of any or all of the Transaction Documents to which such CVI Stockholder is a party, nor the consummation by such CVI Stockholder of the transactions contemplated hereby or thereby, will conflict with, or result in any violation of or default under, or result in the imposition of any Encumbrance upon any of the CVI Stock, CVI Options or CVI Warrants owned by such CVI Stockholder, or give rise to a right of termination, cancellation or acceleration of any obligation, or any right of first refusal or first option or to the loss of a benefit under, (i) any provision of the Certificate of Incorporation or By-Laws or other charter documents of such CVI Stockholder, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, partnership agreement or other agreement, instrument, permit, concession, franchise or license to which such CVI Stockholder is a party or by which it or any properties or assets of such CVI Stockholder is bound or affected, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such CVI Stockholder or any properties or assets of such CVI Stockholder. The consummation of the Acquisition, the transfer to Raytel of all CVI Stock owned by such CVI Stockholder and the cancellation and termination of all CVI Options or CVI Warrants owned by such CVI Stockholder will not require any notice, consent or waiver of any third party.
Absence of Violation or Conflicts. The execution and delivery of this Agreement and the consummation and performance by Seller of the transactions contemplated herein will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any third party under (a) any existing law, ordinance, or governmental rule or regulation to which Seller is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Seller, (c) the charter, bylaws or any other organizational documents of Seller or any securities issued by Seller, or (d) any contract to which Seller is bound or subject.
