Common use of Agreement Does Not Violate Other Instruments Clause in Contracts

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Black Warrior Wireline Corp)

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Agreement Does Not Violate Other Instruments. Except as listed in Schedule 4.6Exhibit 3.10, the execution and delivery of this Agreement by the Seller does or Shareholder do not, and the consummation of the transaction transactions contemplated hereby will not, violate any provision of the Certificate Articles 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, or any order, judgment, decree or other arrangement to which the Seller or any of Shareholder is a party or is bound or by which the Assets or the Business are affected. Except as listed or described on Schedule 4.6Exhibit 3.10 attached hereto, 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 Seller, Shareholder, any of the Assets, properties Assets or operations of the SellerBusiness, in connection with the execution and delivery by Seller or Shareholder 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.

Appears in 1 contract

Samples: Acquisition Agreement (Healthcomp Evaluation Services Corp)

Agreement Does Not Violate Other Instruments. Except as listed in Schedule 4.6Exhibit 3.10, the execution and delivery of this Agreement by the Seller does each Acquired Company do not, and the consummation of the transaction transactions contemplated hereby will not, violate any provision of the Certificate Articles of Incorporation, as amended, or Bylaws, as amended, of the Seller any Acquired Company 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 the Seller any Acquired Company is a party or is bound or by which the Assets any Acquired Company's assets are affected. Except for insurance regulatory approvals, HSR Act approvals, and except as listed or described on Schedule 4.6Exhibit 3.10 attached hereto, 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 any Acquired Company or any of the Assetsassets, properties or operations of the Sellerany Acquired Company, in connection with the execution and delivery by Seller any Acquired Company 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.

Appears in 1 contract

Samples: Acquisition Agreement (Atlantic American Corp)

Agreement Does Not Violate Other Instruments. Except as listed in Schedule 4.6, the The execution and delivery of this Agreement by the Seller Sellers does not, and the consummation of the transaction transactions contemplated hereby will not, violate any provision of the Certificate respective charter or bylaws of Incorporationeither Seller, or, except as amendedlisted on Schedule 4.9, 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, or any order, judgment, decree or other arrangement to which the either Seller is a party or is bound or by which the Assets or the Business are affected. With respect to each of the matters listed on Schedule 4.9, unless expressly waived in writing by Purchaser pursuant to Section 3.9 solely for purposes of effecting the Closing, the requisite consents of third parties in connection therewith have been obtained. Except as listed or described on Schedule 4.64.9, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental Government entity is required to be obtained or made by or with respect to Seller or either Seller, any of the Assets, properties Assets or operations of the Seller, Business in connection with the execution and delivery by Seller the Sellers 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Media Service Group Inc)

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Agreement Does Not Violate Other Instruments. Except as listed in Schedule 4.6Exhibit 3.10, the execution and delivery of this Agreement by the Seller does Acquired Company or the Shareholders do not, and the consummation of the transaction transactions contemplated hereby will not, violate any provision of the Certificate Articles of Incorporation, as amended, or Bylaws, as amended, of the Seller Acquired Company 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 the Seller Acquired Company or any of the Shareholders is a party or is bound or by which the Assets Acquired Company's assets are affected. Except as listed or described on Schedule 4.6Exhibit 3.10 attached hereto, 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 the Acquired Company, the Shareholders, or any of the Assetsassets, properties or operations of the SellerAcquired Company or the Shareholders, in connection with the execution and delivery by Seller the Acquired Company or the Shareholders 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.

Appears in 1 contract

Samples: Acquisition Agreement (Boyd Bros Transportation Inc)

Agreement Does Not Violate Other Instruments. Except as listed in Schedule 4.6Exhibit 3.8, the execution and delivery of this Agreement by the Seller does or Shareholder do not, and the consummation of the transaction transactions contemplated hereby will not, violate any provision of the Certificate Articles 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, or any order, judgment, decree or other arrangement to which the Seller or any of Shareholder is a party or is bound or by which the Assets are affected. Except as listed or described on Schedule 4.6Exhibit 3.8 attached hereto, 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 Seller, Shareholder, any of the Assets, properties or operations of the Seller, in connection with the execution and delivery by Seller or Shareholder 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.

Appears in 1 contract

Samples: Acquisition Agreement (Spencers Restaurants Inc)

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