Breach of Statute or Contract. (a) The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provision of the Certificate of Incorporation or by-laws of Buyer; (ii) violate or conflict with, result in the breach or termination of or otherwise give any other contracting party the right to terminate, or constitute a default (or an event which, with the lapse of time, or the giving of notice, or both, will constitute a default) under, any contract or other instrument to which Buyer is a party; or (iii) violate or conflict with any judgment, order, writ, injunction or decree of any court or governmental body of any jurisdiction applicable to Buyer (excluding any judgments, orders, injunctions, decrees or awards in any actions or proceedings involving Seller or its affiliates) or, to the knowledge of Buyer, any law or regulation materially adversely affecting Buyer's ability to consummate the transaction contemplated by this Agreement.
(b) Except as provided in Schedule 5.3(b), there are no notices, licenses, consents, permissions or approvals of any nature whatsoever which are required to be obtained by Buyer from any Federal, state or local governmental or regulatory body or other third party or, to Buyer's knowledge, from any foreign governmental or regulatory body for the consummation of the transactions contemplated by this Agreement, or as a condition to the sale, assignment and transfer of the Trademark Assets to be effected hereunder.
Breach of Statute or Contract. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any contract or other instrument to which Purchaser is a party or by which Purchaser is or may be bound or constitute a default thereunder, or violate any law, or any statute or regulation which relates to the performance by Purchaser of its obligations hereunder.
Breach of Statute or Contract. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any contract or other instrument to which O’Brien is a party or by which O’Brien is or may be bound, or constitute a default thereunder, or result in the creation or imposition of any Encumbrance upon or give to others any interest or rights in or with respect to any of the Intellectual Property. Neither the execution and delivery of this Agreement by O’Brien nor compliance by O’Brien with the terms and provisions of this Agreement will violate any law, or any statute or regulation of any governmental authority as such law, statute or regulation relates to the Intellectual Property, which violation will create any liability to Purchaser or interfere with Purchaser’s possession and use of the Intellectual Property.
Breach of Statute or Contract. Neither the execution and delivery of this Agreement or the Ancillary Agreements by each Buyer nor performance by each Buyer of its obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby (a) will violate any provision of the Certificate of Incorporation or By-Laws of such Buyer, (b) will conflict with or result in a breach of any of the terms, conditions or provisions of any material Contract to which such Buyer is a party or constitute a default thereunder, (c) will violate in any material respect any Law applicable to such Buyer or any of such Buyer's assets or properties or (d) except for the expiration or early termination of the waiting period under the HSR Act, requires in respect of each Buyer any approval from, consent of or notice to any Governmental Authority or third party.
Breach of Statute or Contract. Neither the execution and delivery of ----------------------------- this Agreement by Buyer nor compliance by Buyer with the terms and provisions of this Agreement (a) will conflict with or result in a breach of any of the terms, conditions or provisions of its certificate of incorporation or by-laws or any contract or other instrument to which Buyer is a party or by which Buyer is or may be bound or constitute a default thereunder which conflict, breach or default would result in or reasonably be expected to result in a material adverse effect on Buyer, or (b) will violate any law, or any statute or regulation of any governmental authority as such law, statute or regulation relates to Buyer, the violation of which would have or reasonably be expected to have a material adverse effect on Buyer.
Breach of Statute or Contract. Except as set forth in Schedule 4.3, ----------------------------- ------------ neither the execution and delivery of this Agreement by Seller and the Owners nor compliance by Seller and the Owners with the terms and provisions of this Agreement (a) will conflict with or result in a breach of any of the terms, conditions or provisions of any of Seller's or Trust's certificate of incorporation or by-laws (or equivalent governing instrument) or any contract or other instrument to which any of Seller and/or the Owners is a party or by which any of Seller and/or the Owners is or may be bound or constitute a default thereunder which conflict, breach or default would result or reasonably be expected to result in a material adverse effect on the Business or the Assets, (b) will result in the creation or imposition of any Encumbrance upon or give to others any interest or rights in or with respect to any of the Assets, (c) will violate any law, or any statute or regulation of any governmental authority as such law, statute or regulation relates to the Assets or the Business the violation of which would have or reasonably be expected to have a material adverse effect on the Business or the Assets, or (d) requires any approval or consent of any governmental entity or regulatory body, except for the expiration or early termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act").
Breach of Statute or Contract. (b) There are no notices, licenses, consents, permissions or approvals of any nature whatsoever which are required to be obtained by Seller from any Federal, state or local governmental or regulatory body or other third party or, to Seller's knowledge, from any foreign governmental or regulatory body for the consummation of the transactions contemplated by this Option Agreement, or as a condition to the sale, assignment and transfer of the Option Assets to be effected hereunder.
Breach of Statute or Contract. Neither the execution and -------------------------------- delivery of this Agreement, the Xxxx of Sale, the Assumption Agreement, the Non- Competition Agreement, or the First Refusal Agreement by the Sellers and Horizon (to the extent a party thereto), nor compliance with the terms and provisions of this Agreement, the Xxxx of Sale, the Assumption Agreement, the Non-Competition Agreement or the First Refusal Agreement on the part of the Sellers and Horizon (to the extent a party thereto), will:
(a) violate any statute or regulation of any governmental authority, domestic or foreign, affecting either of the Sellers or Horizon, (b) except as set forth in Schedule 4.4(b) annexed hereto, require --------------- the issuance of any authorization, license, consent or approval of any federal or state governmental agency or any other person; or (c) except as set forth in Schedule 4.4(c) annexed hereto, conflict with or result in a breach of any of --------------- the terms, conditions or provisions of the certificate of incorporation or by- laws of either of the Sellers or Horizon or any judgment, order, injunction, decree, agreement or instrument to which either of the Sellers or Horizon is a party, or by which either of the Sellers or Horizon is bound, or constitute a default thereunder.
Breach of Statute or Contract. Neither the execution and -------------------------------- delivery of this Agreement, the Assumption Agreement, the Non-Competition Agreement, the First Refusal Agreement and the Registration Rights Agreement by the Buyer or DHS or the filing of the Certificate of Stock Designation, nor compliance with the terms and provisions of this Agreement, such other agreements or the Certificate of Stock Designation on the part of the Buyer or DHS, will: (a) violate any statute or regulation of any governmental authority, domestic or foreign, affecting the Buyer or DHS; (b) require the issuance of any authorization, license, consent or approval of any federal or state governmental agency (except to the extent that the Buyer may be required to be qualified as a foreign corporation in certain jurisdictions in which it is not currently so qualified, and to the extent that the Buyer may be required to reapply for any permits, licenses and/or franchises which are not assignable as part of the Assets); or (c) conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree, note, indenture, loan agreement or other agreement or instrument to which the Buyer or DHS is a party, or by which the Buyer or DHS is bound, or constitute a default thereunder. 5 Disclosure. DHS has previously delivered to the Sellers and ---------- Horizon DHS' Annual Report on Form 10-KSB for the year ended December 31, 1995 and quarterly report on Form 10-QSB for the quarter ended June 30, 1996; and the financial and other information contained therein is true, complete and correct in all material respects as of the dates thereof, in accordance with the disclosure requirements applicable thereto. Since June 30, 1996, (a) except for the issuance and sale of 400,000 shares of common stock of DHS pursuant to the exercise of the underwriters' overallotment option in DHS' secondary public offering, there has been no material change in the capitalization of DHS, (b) the businesses of DHS and its subsidiaries have been operated in the normal course, and (c) there has been no material adverse change in the financial condition, operations or business of DHS and its subsidiaries (taken as a consolidated whole) from that reflected in such reports.
Breach of Statute or Contract. (a) Neither the execution and delivery of this Agreement by Seller nor compliance by Seller with the terms and provisions of this Agreement (a) will, except as set forth on Schedule 6.3(a), (i) conflict with, (ii) result in a breach of any of the terms, conditions or provisions of, (iii) constitute a default under, or (iv) require Seller to obtain any consent, approval or action of, make any filing with or give any notice to any third party under the terms of any material Contract or other instrument to which Seller is a party or by which Seller is bound; (b) will result in the creation or imposition of any Encumbrance upon or give to others any interest or rights in or with respect to any of the Assets; or (c) will violate any law, or any statute or regulation of any governmental authority as such law, statute or regulation relates to Seller, the Assets or the Business.
(b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of any governmental or regulatory body or authority is necessary for the consummation by Seller of the transactions contemplated hereby.
