Absence of Violations or Conflicts. The execution and delivery by the Buyer of this Agreement and the other Buyer Agreements, the consummation by the Buyer of the transactions contemplated herein and therein, and the performance by or compliance with its obligations hereunder or thereunder will not constitute a violation of, be in conflict with, constitute a default under or result in the creation or imposition of any lien in, upon or with respect to any of its assets under (a) any term or provision of the Buyer’s formation certificate (and all amendments thereto) or operating agreement (and all amendments thereto) of the Buyer, (b) any judgment, decree or order of any court or governmental agency, (c) any agreement, commitment or understanding to which the Buyer is a party or to which the Buyer or its assets or liabilities are subject or bound, or (d) any statute, law, rule, regulation, release or other official pronouncement.
Absence of Violations or Conflicts. The execution and delivery ---------------------------------- of the Shareholder Delivered Agreements and the consummation by such Shareholder of the transactions contemplated by, or other compliance with the performance under them do not and will not with the passing of time or giving of notice or both: (i) constitute a violation of, be in conflict with, constitute a default or require any payment under, permit a termination of, or result in the creation or imposition of any Lien upon any assets of Seller or any of the Seller Common Stock under (A) any contract, agreement, commitment, undertaking or understanding (including rights of refusal or similar rights or other transfer restrictions) to which such Shareholder is a party or to which he or she or his or her properties or Seller or its properties are subject or bound, (B) any judgment, decree or order of any Governmental Authority to which such Shareholder or his or her properties are subject or bound, or (C) any applicable Laws; or (ii) create, or cause the acceleration of the maturity of, any debt, obligation or liability of such Shareholder that would result in any Lien or other claim upon the assets of Seller.
Absence of Violations or Conflicts. To Seller's actual knowledge, the execution and delivery by Seller, of this Agreement and the other Seller Agreements (as defined below), the consummation by the Seller of the transactions contemplated herein and therein, and the performance by or compliance with the obligations hereunder or thereunder will not constitute a violation of, be in conflict with, constitute a default under, or result in the creation or imposition of any lien in, upon or with respect to the Seller Membership Interests under (a) any term or provision of the formation documents or organizational documents (including all amendments) of the Seller, (b) any judgment, decree or order of any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, international, provincial, federal, state, county or local ("Governmental Entity"), (c) any written agreement, commitment or understanding to which Seller is a party or to which its respective assets or liabilities are subject or bound, or (d) any statutes, common laws, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of laws or bylaws, in each case, of a Governmental Entity ("Laws").
Absence of Violations or Conflicts. The execution and delivery by Buyer Parent and each Buyer of this Agreement and the Other Agreements to which it is a party and the consummation by Buyer Parent and each Buyer of the transactions contemplated by, or other compliance with or performance under, this Agreement and such Other Agreements, do not and will not with the passage of time or giving of notice or both, constitute a violation of, be in conflict with, constitute a default or require any payment under, permit a termination of, require any consent under, or result in the creation or imposition of any Lien or other adverse Claim or interest upon any assets or properties of Buyer Parent and each Buyer under (i) any Contract, lease, sublease, license, Permit, indenture, instrument, agreement, commitment, undertaking or understanding to which Buyer Parent or any Buyer is a party or to which it or any of its assets or properties are subject or bound, (ii) any Order of any Governmental Authority to which Buyer Parent or any Buyer or any of its assets or properties are subject or bound, (iii) to the Knowledge of the Buyer, any applicable Law, or (iv) any governing documents of Buyer Parent or any Buyer (including its certificate of incorporation and bylaws or other comparable documents).
Absence of Violations or Conflicts. Neither the execution and delivery by the Seller of this Agreement, the compliance by the Seller with the terms and conditions hereof, nor the consummation by the Seller of the transactions contemplated hereby will violate, result in a breach of, or constitute a default under its articles of incorporation or bylaws or similar organizational documents, as amended, or violate, result in a breach of, or constitute a default under, in each case in any material respect, any agreement, instrument, judgment, order or decree to which the Seller is a party or is otherwise bound or give to others any material rights or interests (including rights of purchase, termination, cancellation or acceleration) under any such agreement or instrument.
Absence of Violations or Conflicts. Except as set forth on Schedule 3.2 of the Disclosure Schedule, the execution and delivery by the Sellers of this Agreement and the other Seller Agreements (as defined below), the consummation by the Sellers of the transactions contemplated herein and therein, and the performance by or compliance with the obligations hereunder or thereunder will not constitute a violation of, be in conflict with, constitute a default under or result in the creation or imposition of any lien in, upon or with respect to any of its assets under (a) any term or provision of the formation documents or organizational documents (including all amendments) of the Sellers or the Company, (b) any judgment, decree or order of any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, international, provincial, federal, state, county or local (“Governmental Entity”), (c) any agreement, commitment or understanding to which either Seller or the Company is a party or to which its respective assets or liabilities are subject or bound, or (d) any statutes, common laws, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of laws or bylaws, in each case, of a Governmental Entity (“Laws”).
Absence of Violations or Conflicts. The execution and delivery of this Agreement and the consummation and performance by Buyer of the transactions contemplated herein and therein (a) will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other period under (a) to Buyer’s knowledge, any existing law, ordinance, or governmental rule or regulation to which Buyer 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 Buyer, (c) the charter, bylaws or any other organizational documents of Buyer or any securities issued by Buyer, or (d) any mortgage, indenture, or other material instrument, document or agreement, oral or written, to which Buyer is a party, by which Buyer may have rights or by which any of their properties or assets may be bound or affected. Except for authorizations, approvals, consents, registrations and filing that have either been obtained, registered or filed, 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 Buyer.
Absence of Violations or Conflicts. Except as set forth on --------------------------------- Stockholder Disclosure Schedule 5.3, the execution and delivery of the ----------------------------------- Stockholder Delivered Agreements and the consummation by the Stockholder of the transactions contemplated by, or other compliance with the performance under them do not and will not with the passing of time or giving of notice or both: (i) constitute a violation of, be in conflict with, constitute a default or require any payment under, permit a termination of, or result in the creation or imposition of any Lien upon any assets of Seller or any of the Seller Common Stock under (A) any contract, agreement, commitment, undertaking or understanding (including rights of refusal or similar rights or other transfer restrictions) to which the Stockholder is a party or to which he or his properties or Seller or its properties are subject or bound, (B) any judgment, decree or order of any Governmental Authority to which the Stockholder or his properties are subject or bound, or (C) any Applicable Laws; or (ii) create, or cause the acceleration of the maturity of, any debt, obligation or liability of the Stockholder that would result in any Lien or other claim upon the assets of Seller.
Absence of Violations or Conflicts. The execution, delivery and performance of the transactions contemplated by this Agreement and the Real Estate Purchase Agreements by the Purchaser 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, (a) any law, ordinance or governmental rule or regulation known to the Purchaser and to which the Purchaser 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 Purchaser (c) the governing documents of the Purchaser or any securities issued by the Purchaser, or (d) any mortgage, indenture or other instrument, document or understanding, oral or written, to which the Purchaser is a party or by which the Purchaser may have rights. 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 Purchaser.
Absence of Violations or Conflicts. Except as ---------------------------------- disclosed in Schedule 3.1(f) and subject in each instance to obtaining all --------------- necessary consents and approvals as contemplated herein, the execution and delivery of this Agreement and the Other Agreements by Seller and the consummation by Seller of the sale of the Assets and the other transactions contemplated by, or other compliance with or performance under, this Agreement and the Other Agreements by Seller, do not and will not with the passage of time or giving of notice or both constitute a violation of, be in conflict with, constitute a default or require any payment under, permit a termination of, require any consent under, or result in the creation or imposition of any lien, encumbrance or other adverse claim or interest other than Permitted Encumbrances (as defined herein) upon any of the Assets under (A) any contract, agreement, commitment, undertaking or understanding to which Seller is a party or to which Seller or any of the Assets are subject or bound, (B) any judgment, decree or order of any governmental or regulatory authority to which Seller or any of the Assets are subject or bound, (C) any applicable law or regulation, or (D) any governing documents of Seller, including Seller's articles of incorporation and bylaws (each, as amended).
