Compliance; Binding Effect Clause Samples
The 'Compliance; Binding Effect' clause establishes that all parties to the agreement are required to adhere to its terms and that the agreement is legally enforceable against them. In practice, this means that each party must fulfill their obligations as outlined in the contract, and the rights and duties specified are applicable not only to the original signatories but also to their successors or permitted assigns. This clause ensures that the contract is both obligatory and effective, providing legal certainty and preventing parties from evading their responsibilities under the agreement.
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 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. 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 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. 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 ▇▇▇▇▇▇▇▇ Companies or any resolution adopted by the board of directors (or similar governing body) or the shareholders of such Seller or either of the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Companies is a party; (c) violate or conflict with any Law or Order to which any Seller or ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Company and which is necessary to the conduct of the business of such ▇▇▇▇▇▇▇▇ Company or that is held by any Seller that otherwise relates to the business or assets of any ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Company or any of the assets owned or used by any ▇▇▇▇▇▇▇▇ Company.
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 consummation of the transactions contemplated by Section 2.1 hereof and otherwise contemplated hereby will not: (i) violate any provision of the Charter Documents of any Seller that is not a natural Person or the Company; (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 Sellers, the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon Sellers, the Company or its Subsidiaries, where such breach, violation, default, acceleration or creation would have, or would be reasonably likely to have, individually or in the aggregate together with similar occurrences, a Material Adverse Effect on any of Sellers or the Company; or (iii) violate or conflict with any Law or Judgment to which any of Sellers, the Company or its Subsidiaries or any of their assets is subject or by which any of Sellers, the Company or its Subsidiaries or any of their assets is bound, where such violation or conflict would have or would be reasonably likely to have, individually or in the aggregate together with similar occurrences, a Material Adverse Effect on any of Sellers or the Company.
Compliance; Binding Effect. Except as set forth in Schedule 5.1(c) attached hereto, the execution and delivery by Purchaser of this Agreement and the related agreements, documents and instruments referred to herein to which Purchaser is a party, the purchase of the Purchased Assets, the assumption of the Assumed Liabilities and the consummation of the transactions contemplated hereby do not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), give rise to a right or claim of termination, amendment, modification, vesting, acceleration or cancellation of any right or obligation or loss of any material benefit under (i) the certificate of incorporation or bylaws of Purchaser, (ii) any Law, order, writ, injunction, judgment, arbitration award or decree or other restriction of any kind or character to which the Purchaser is subject or by which the Purchaser is bound or (iii) any material contract to which Purchaser is a party or by which Purchaser is bound.
Compliance; Binding Effect. Such Additional Seller’s execution and delivery of this Agreement and such Additional Seller’s consummation of the transactions contemplated by Section 2.1 hereof and otherwise contemplated hereby will not: (i) violate any provision of the Charter Documents of such Additional Seller (if it is not a natural Person); (ii) constitute a breach or violation of or default under, accelerate any obligation, or create an Encumbrance on any assets, properties or rights of such Additional Seller, the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contract binding upon such Additional Seller; or (iii) violate or conflict with any Law or Judgment to which such Additional Seller or any of its assets is subject or by which such Additional Seller or any of its assets is bound.