Compliance; Binding Effect. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate any provision of the Charter Documents of any Party that is not a natural Person; (ii) constitute a breach or violation of, or default under, or accelerate any obligation, or create an Encumbrance on any assets, properties or rights of such Party (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon the Party; or (iii) violate or conflict with any Law to which such Party is subject or by which such Party is bound.
Compliance; Binding Effect. Except as provided on Schedule 3.2(c), the execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, and the consummation of the transactions contemplated hereby, will not: (i) violate any provision of the Articles of Incorporation or Bylaws of the Company; (ii) constitute a default under, or constitute an event which with the giving of notice or the lapse of time or both would become a default under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any of the assets of the Company under, or create any rights of termination, cancellation, purchase, or acceleration in any Person under, any mortgage, lien, lease, agreement or other instrument or obligation to which the Company is a party or by which the Company or its assets are bound; or (iii) violate or conflict with any Law, order, writ, injunction, judgment, arbitration award, decree or other restriction of any kind or character to which the Company or its assets are subject or bound.
Compliance; Binding Effect. The execution and delivery of this Agreement and the Ancillary Agreements which any of the Sellers is a party, the sale and transfer of the Shares and the consummation of the transactions contemplated hereby will not directly or indirectly (with or without notice or lapse of time): (a) (with respect to the Sellers, where such Seller is a business entity) violate any provision of the Organizational Documents of any Seller or either of the Xxxxxxxx Companies or any resolution adopted by the board of directors (or similar governing body) or the shareholders of such Seller or either of the Xxxxxxxx Companies; (b) contravene, conflict with, result in a violation or breach of any provision of, constitute a default under or constitute an event which with the giving of notice or the lapse of time or both would become a default or give any Person the right to declare a default or exercise any remedy under or to accelerate the maturity or performance of or to cancel, terminate or modify any material Contract to which any Seller or either of the Xxxxxxxx Companies is a party; (c) violate or conflict with any Law or Order to which any Seller or Xxxxxxxx Company is subject or bound; (d) contravene, conflict with or result in a violation of or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law or any Order to which any Seller or Xxxxxxxx Company may be subject; (e) contravene, conflict with or result in a violation of any of the terms or requirements of or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Consent of such Governmental Authority that is held by any Xxxxxxxx Company and which is necessary to the conduct of the business of such Xxxxxxxx Company or that is held by any Seller that otherwise relates to the business or assets of any Xxxxxxxx Company or (f) result in the imposition or creation of any Encumbrance upon or with respect to any of the Shares owned by any Seller or Xxxxxxxx Company or any of the assets owned or used by any Xxxxxxxx Company.
Compliance; Binding Effect. The execution and delivery of this Agreement and the Ancillary Agreements, the purchase of the Shares and the consummation of the transactions contemplated hereby will not: (i) violate any provisions of the Organizational Documents of Purchaser; (ii) constitute a default under, or constitute an event which with the giving of notice or the lapse of time or both would become a default under, any material contract to which Purchaser is a party or by which Purchaser is bound, or (iii) violate or conflict with any Law, Order or other restriction of any kind or character to which Purchaser is subject or by which Purchaser is bound.
Compliance; Binding Effect. Except as set forth in Schedule 4.1(c) attached hereto, the execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, the sale and transfer of the Purchased Assets and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provision of the Articles of Incorporation or Bylaws of Seller; or (ii) with or without notice or the lapse of time, violate, or result in or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under any Material Contract; or (iii) impose any encumbrance on the Purchased Assets; or (iv) violate or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree to which either Seller or the Purchased Assets are subject or bound.
Compliance; Binding Effect. The execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, the purchase of the Purchased Assets, the assumption of the Assumed Liabilities and the consummation of the transactions contemplated hereby will not: (i) violate any provisions of the Articles of Incorporation and Bylaws of Purchaser or the organizational documents of IP Purchaser; (ii) constitute a default under, or constitute an event which with the giving of notice or the lapse of time or both would become a default under, any material contract to which Purchaser or IP Purchaser is a party or by which Purchaser or IP Purchaser is bound, or (iii) violate or conflict with any Law, order, writ, injunction, judgment, arbitration award, decree or other restriction of any kind or character to which Purchaser or IP Purchaser is subject or by which Purchaser or IP Purchaser is bound.
Compliance; Binding Effect. The execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, and the consummation of the transactions contemplated hereby, by Buyer will not (i) violate any provisions of the Articles/Certificate of Incorporation or Bylaws of Buyer or (ii) constitute a default under, or constitute an event which with the giving of notice or the lapse of time or both would become a default under, or create any rights of termination, cancellation, purchase, or acceleration in any Person under, any mortgage, lien, lease, agreement or other instrument or obligation to which Buyer is a party or by which Buyer is bound, or (iii) violate or conflict with any Law, statute, regulation, order, writ, injunction, judgment, arbitration award, decree or other restriction of any kind or character to which Buyer is subject or by which Buyer is bound.
Compliance; Binding Effect. The execution and delivery of this Agreement, the Ancillary Agreements, the Articles of Merger and each other agreement to be delivered in connection herewith and therewith by each of Buyer, A.T. Xxxxxx Sub, Buyer’s Sub 1 or Buyer’s Sub 2 that is party thereto and the consummation of the transactions contemplated by Articles II, III and IV hereof and otherwise contemplated hereby and thereby will not: (i) violate any provisions of the Charter Documents of Buyer, A.T. Xxxxxx Sub, Buyer’s Sub 1 and Buyer’s Sub 2; (ii) constitute a breach or violation of or default under, accelerate any obligation, or create an Encumbrance on any assets, properties or rights of Buyer, A.T. Xxxxxx Sub, Buyer’s Sub 1 or Buyer’s Sub 2 (with or without notice, lapse of time or both) pursuant to, any material Contract binding upon Buyer, A.T. Xxxxxx Sub, Buyer’s Sub 1 or Buyer’s Sub 2; or (iii) violate or conflict with any Law or Judgment to which Buyer, A.T. Xxxxxx Sub, Buyer’s Sub 1 or Buyer’s Sub 2 or any of their assets is subject or by which Buyer, A.T. Xxxxxx Sub, Buyer’s Sub 1 or Buyer’s Sub 2 or any of their assets is bound, excluding from the foregoing clauses (ii) and (iii) such violations, defaults, accelerations, conflicts or rights that would neither have or reasonably be expected to have a Material Adverse Effect on Buyer, nor materially adversely affect the ability of Buyer, A.T. Xxxxxx Sub, Buyer’s Sub 1 or Buyer’s Sub 2 to perform any of their obligations hereunder.
Compliance; Binding Effect. The execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, and the consummation of the transactions contemplated hereby, will not: (i) violate any provision of the Certificate/Articles of Organization or Bylaws, if applicable, of CSS or violate any provision of the Certificate/Articles of Incorporation or Bylaws of CPU; (ii) constitute a default under, or constitute an event which with the giving of notice or the lapse of time or both would become a default under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any of the assets of either Group Company under, or create any rights of termination, cancellation, purchase, or acceleration in any Person under, any mortgage, lien, lease, agreement or other instrument or obligation to which either Group Company is a party or by which either Group Company or its assets are bound; or (iii) violate or conflict with any Law, order, writ, injunction, judgment, arbitration award, decree or other restriction of any kind or character to which either Group Company or its assets are subject or bound.
Compliance; Binding Effect. The execution and delivery of this Agreement and the related agreements, documents and instruments referred to herein, and the consummation of the transactions contemplated hereby, by Buyer will not violate any provisions of the Articles/Certificate of Incorporation or Bylaws of Buyer.
