BINDING OBLIGATIONS; NO MATERIAL ADVERSE CONTRACTS Sample Clauses
The "Binding Obligations; No Material Adverse Contracts" clause confirms that each party's commitments under the agreement are legally enforceable and that entering into the agreement does not violate or conflict with any other significant contracts to which the party is bound. In practice, this means each party assures the other that they have the authority to enter the agreement and that doing so will not trigger defaults or breaches in other important agreements, such as major loans or supplier contracts. This clause is essential for ensuring that the agreement is valid and that no hidden contractual issues will undermine its enforceability or create unexpected liabilities.
BINDING OBLIGATIONS; NO MATERIAL ADVERSE CONTRACTS. The Transaction Documents constitute valid and binding obligations of the Company and the Guarantors enforceable in accordance with their respective terms. Except as set forth in Section 4.5 of the Schedule of Exceptions, the execution, delivery and performance by the Company and the Guarantors of the Transaction Documents and compliance therewith will not result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default, or accelerate or permit the acceleration of any rights or obligations, under, any provision of state, local, federal or foreign law to which the Company or either of the Guarantors is subject, the Certificate of Incorporation, as amended, or the By-Laws, as amended, of the Company or either of the Guarantors, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Company or either of the Guarantors is a party or by which it is bound, and except for Permitted Liens, result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or either of the Guarantors pursuant to any such term. No stockholder of the Company or either Guarantor has or will have any preemptive rights or rights of first refusal by reason of the issuance of the Notes.
BINDING OBLIGATIONS; NO MATERIAL ADVERSE CONTRACTS. The Transaction Documents constitute valid and binding obligations of the Borrower and each of the Guarantors enforceable in accordance with their respective terms. The execution, delivery and performance by the Borrower and each of the Guarantors of the Transaction Documents and compliance therewith will not result in any violation of and will not conflict with, or result in a breach of any of the terms of or constitute a default, or accelerate or permit the acceleration of any rights or obligations, under, any provision of state, local, federal or foreign law to which the Borrower or either of the Guarantors is subject, the Certificate of Incorporation, as amended, or the bylaws, as amended, of the Borrower, or the Articles of Incorporation, as amended, or the bylaws, as amended, of either of the Guarantors, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Borrower or either of the Guarantors is a party or by which any of them is bound, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Borrower or either of the Guarantors pursuant to any such term.
BINDING OBLIGATIONS; NO MATERIAL ADVERSE CONTRACTS. The Transaction Documents constitute valid and binding obligations of the Borrower and each of the Guarantors enforceable in accordance with their respective terms. The execution, delivery and performance by the Borrower and each of the Guarantors of the Transaction Documents to which it is a party and compliance therewith will not result in any violation of and will not conflict with, or result in a breach of any of the terms of or constitute a default, or accelerate or permit the acceleration of any rights or obligations, under, any provision of the rules of any securities exchange (including the NYSE MKT and the TSX) or any state, local, federal or foreign law to which the Borrower or any of the Guarantors is subject, the Articles or Certificate of Incorporation, as amended, or the bylaws, as amended, of the Borrower, or the Articles or Certificate of Incorporation, as amended, or the bylaws, as amended, of any of the Guarantors, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Borrower or any of the Guarantors is a party or by which any of them is bound, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Borrower or any of the Guarantors except as set forth in this Agreement and the Transaction Documents.
BINDING OBLIGATIONS; NO MATERIAL ADVERSE CONTRACTS. The Transaction Documents constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution, delivery and performance by the Company of the Transaction Documents and compliance therewith will not result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default, or accelerate or permit the acceleration of any rights or obligations, under, any provision of state, local, federal or foreign law to which the Company is subject, the Existing Certificate or the by-laws of the Company, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Company is a party or by which it is bound, and will not result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company. No stockholder of the Company has or will have any preemptive rights or rights of first refusal by reason of the issuance of the Preferred Stock or the Common Stock issuable upon conversion of the Preferred Stock.