Agreement Does Not Violate Other Instruments. The execution and delivery of this Agreement by Purchaser do not, and the consummation of the transactions contemplated hereby will not, violate any provisions of the respective Articles of Incorporation, as amended, or respective Bylaws, as amended, of Purchaser, or violate or constitute an occurrence of default under any provision of, or conflict with, result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument, or any order, judgment, decree or other arrangement to which Purchaser is a party or is bound or by which their assets are affected.
Agreement Does Not Violate Other Instruments. Except as listed in Schedule 4.6, the execution and delivery of this Agreement by the Seller does not, and the consummation of the transaction contemplated hereby will not, violate any provision of the Certificate of Incorporation, as amended, or Bylaws, as amended, of the Seller or violate or constitute an occurrence of default under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument, order, judgment, decree or other arrangement to which the Seller is a party or is bound or by which the Assets are affected. Except as listed or described on Schedule 4.6, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity is required to be obtained or made by or with respect to Seller or any of the Assets, properties or operations of the Seller, in connection with the execution and delivery by Seller of this Agreement or any of the agreements, certificates or other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby.
Agreement Does Not Violate Other Instruments. The execution and delivery of this Agreement by Purchaser do not, and the consummation of the transactions contemplated hereby will not, violate any provisions of the Articles of Incorporation, as amended, or Bylaws, as amended, of Purchaser, or violate or constitute an occurrence of default under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument, or any order, judgment, decree or other arrangement to which Purchaser is a party or is bound, except where the occurrence of any such event would not have a material adverse effect on the consummation of the transactions contemplated hereby. Except for the filings with the SEC and various state securities authorities with regard to the IPO and the filings required under the HSR Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity is required to be obtained or made by or with respect to Purchaser, in connection with the execution and delivery by Purchaser of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain or make any of the foregoing would not have a material adverse effect on the consummation of the transactions contemplated hereby.
Agreement Does Not Violate Other Instruments. Except as set forth on SCHEDULE 2.6, the execution and delivery of the Transaction Documents by the Company does not, and the consummation of the transactions contemplated hereby will not, (a) violate or conflict with any provision of the Articles of Incorporation, as amended, or Bylaws, as amended, of the Company; (b) require any consent or approval not previously obtained under, conflict with, result in the breach, termination or acceleration of, or violate or constitute an occurrence of default under any provision of any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement or instrument to which the Company is a party or by which any of the Company's properties are bound; (c) constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to the Company or by which any of the Company's properties are bound; (d) result in the creation of any lien upon any of the assets or business of the Company; or (e) have any impact on Medirisk's right after the Closing to conduct the business of the Company as being conducted by the Company prior to the Closing.
Agreement Does Not Violate Other Instruments. Neither the execution and delivery by Xpedite or Purchaser of this Agreement nor the consummation by Xpedite or Purchaser of the transactions contemplated hereby and thereby will:
(a) conflict with or result in a breach of any provision of the respective articles or certificate of incorporation or organization or By-laws (or equivalent documents) of Xpedite or Purchaser;
(b) with or without giving of notice or the passage of time, or both, violate, or conflict with, or constitute a default in any material respect under, or result in the termination or in a right of termination of, violate or be in conflict in any material respect with, result in a material breach of any term or provision of, or constitute a material default under, or accelerate or permit the acceleration of the performance required by, or give any Person a basis for increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of any Encumbrance, lease, license, decree, order or any other agreement or instrument to which Xpedite or Purchaser is a party or by which it is bound;
(c) violate in any material respect any provision of, or require any consent, authorization or approval under, any Applicable Laws of any Governmental Authority, or any Judgment in each case applicable to Xpedite or Purchaser; or
(d) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, to be made or obtained by or on behalf of Xpedite or Purchaser pursuant to any Applicable Law.
Agreement Does Not Violate Other Instruments. The execution and delivery of this Agreement and the other documents, instruments, and agreements to be entered into pursuant hereto by Purchaser do not, and the consummation of the transactions contemplated hereby and thereby will not, violate any provisions of the Certificate of Incorporation, as amended, or Bylaws, as amended, of the Purchaser or constitute an occurrence of default under any provision of: any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument, or any consent, order, judgment or decree to which it is a party or by which it is bound or its assets are affected. Purchaser is not and will not be required to obtain any material consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby that has not been received prior to Closing.
Agreement Does Not Violate Other Instruments. Except as listed in Exhibit 3.9, the execution and delivery of this Agreement by Xxxxxx Mortgage and the Shareholders do not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Articles of Incorporation, as amended, or Bylaws, as amended, of Xxxxxx Mortgage or violate or constitute an occurrence of default under any provision of, or conflict with, result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument, or any order, judgment, decree or other arrangement to which Xxxxxx Mortgage or any Shareholder is a party or is bound or by which Xxxxxx Mortgage's assets are affected.
Agreement Does Not Violate Other Instruments. Except as set forth on SCHEDULE 2.11, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby and thereby will:
(a) result in the creation of any Encumbrance upon any of the assets and properties of the Company or any of its Subsidiaries;
(b) with or without giving of notice or the passage of time, or both, violate, or conflict with, or constitute a default under, or result in the termination or in a right of termination of, violate or be in conflict with, result in a breach of any term or provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by, or give any other natural person, corporation, trust, association, company, partnership, joint venture or other entity or any government, governmental agency, instrumentality or political subdivision ("PERSON") a basis for increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of any Encumbrance, lease, license, decree, order or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them are bound;
(c) violate any provision of, or require any consent, authorization or approval under, any statute, law, ordinance, or administrative rule or regulation, Permit, order or license, in each case, which is legally binding on the Company or any of its Subsidiaries, (collectively, "APPLICABLE LAWS") of any governmental agency, body or instrumentality (whether federal, national, supra-national, state, local or foreign) ("GOVERNMENTAL AUTHORITY"), or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree (collectively, "JUDGMENT") in each case legally binding on the Company or any of its Subsidiaries; or
(d) require any consent, approval, permit or authorization of, or declaration, filing or registration with, any Governmental Authority or any other Person, to be made or obtained by or on behalf of the Company.
Agreement Does Not Violate Other Instruments. The execution and delivery of this Agreement by Purchaser does not, and the consummation of the transactions contemplated hereby will not, violate or constitute an occurrence of default under any provision of, or conflict with, result in acceleration of any obligation under, or give rise to a right by any party to terminate its or their obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument or any order, judgment, decree or other arrangement to which Purchaser is a party, or is bound, or by which it or its assets are affected.
Agreement Does Not Violate Other Instruments. The execution and delivery of this Agreement by the Purchaser and the Merger Subsidiary do not, and the consummation of the transactions contemplated hereby will not, violate any provisions of the Certificate of Incorporation, as amended, or Bylaws, as amended, of the Purchaser or the Merger Subsidiary, or violate or constitute an occurrence of default under any provision of, or conflict with, result in acceleration of
