Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other Contracts contemplated by this Agreement by the Vendors, and the completion of the transactions contemplated hereby and thereby, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of the any of the Vendors under: (i) their articles, by-laws, declaration of trust or other constating or organizational documents, as and if applicable; (ii) subject to obtaining the contractual consents referred to in Schedule 3.1(b), the terms of any Contract or other obligation or restriction to which the Vendors or any of them are a party or by which any of them is bound; or (iii) subject to obtaining the regulatory consents referred to in Schedule 3.1(b), any term or provision of any License or Authorization or any order or judgment of any court, governmental authority or regulatory body or any Laws, (iv) except to the extent that such violation or breach thereof or default thereunder could not reasonably be expected to limit in any material manner the operations of the Business as they are presently conducted or have a Material Adverse Effect.
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Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other Contracts agreements contemplated by this Agreement or referred to herein by the VendorsVendor, and the completion of the transactions transaction contemplated hereby and therebyhereby, will not constitute or result in a violation violation, breach or breach of or default underdefault, or cause the acceleration of any obligations of obligation which are included in the any of the Vendors Assumed Liabilities, under:
(i) their any term or provision of any of the articles, by-laws, declaration of trust laws or other constating or organizational documents, as and if applicabledocument of the Vendor;
(ii) subject to obtaining the contractual consents referred to in Schedule 3.1(b)on schedule D hereof, the terms of any Contract indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Vendors or any of them are Vendor is a party or by which it is bound, including, without limitation, any of them is boundthe Assumed Contracts; or
(iii) subject to obtaining the regulatory consents referred to in Schedule 3.1(b)D hereof, any term or provision of any License or Authorization of the Licenses or any order or judgment of any courtthe Court, governmental authority or regulatory body or any Laws,
(iv) except to law or regulation of any jurisdiction in which the extent that such violation or breach thereof or default thereunder could not reasonably be expected to limit in any material manner the operations of the Business as they Purchased Assets are presently conducted or have a Material Adverse Effectlocated.
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Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other Contracts agreements contemplated by this Agreement or referred to herein by the VendorsVendors and the Company, and the completion of the transactions contemplated hereby and therebyhereby, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of the any of Company or the Vendors Vendors, as the case may be, under:
(ia) their any term or provision of any of the articles, by-laws, declaration of trust laws or other constating or organizational documents, as and if applicabledocuments of the Company;
(iib) subject to obtaining the contractual consents referred to in Schedule 3.1(b)3.1(3) hereof, the terms of any Contract agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Vendors Company or any of them are the Vendors is a party or by which any of them is bound; or
(iiic) subject to obtaining the regulatory consents referred to in Schedule 3.1(b)3.1(3) hereof, any term or provision of any License or Authorization of the Licences or any order or judgment of any court, governmental authority or regulatory body or any Laws,
(iv) except to the extent that such violation law or breach thereof or default thereunder could not reasonably be expected to limit regulation of any jurisdiction in any material manner the operations of which the Business as they are presently conducted or have a Material Adverse Effectis carried on.
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Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other Contracts contemplated by this Agreement by the Vendors, and the completion of the transactions contemplated hereby and thereby, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of the Group or any of the Vendors under:
(i) their articles, by-laws, declaration of trust or other constating or organizational documents, as and if applicable;
(ii) subject to obtaining the contractual consents referred to in Schedule 3.1(b3.1(i), the terms of any Contract or other obligation or restriction to which the Group or the Vendors or any of them are a party or by which any of them is bound; or
(iii) subject to obtaining the regulatory consents referred to in Schedule 3.1(b3.1(i), any term or provision of any License or Authorization or any order or judgment of any court, governmental authority or regulatory body or any Laws,
(iv, provided that no representation or warranty regarding matters set out in this Section 3.1(i) except is given with respect to any impact arising out of the Trust Agreement or with respect to the extent that such violation or breach thereof or default thereunder could not reasonably be expected to limit in any material manner the operations of the Business as they are presently conducted or have a Material Adverse EffectMinority Partners Rights.
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Samples: Asset Purchase Agreement (CIBT Education Group Inc.)
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other Contracts agreements contemplated by this Agreement or referred to herein by the VendorsCorporation, and the completion of the transactions contemplated hereby and therebyhereby, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of the any of the Vendors Corporation under:
(ia) their any term or provision of any of the articles, by-laws, declaration of trust laws or other constating or organizational documents, as and if applicabledocuments of the Corporation;
(iib) subject to obtaining the contractual consents referred to in Schedule 3.1(b)F hereof, the terms of any Contract agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Vendors Corporation or any of them are the Corporation is a party or by which any either of them is bound; , or
(iiic) subject to obtaining the regulatory consents referred to in Schedule 3.1(b)F hereof, any term or provision of any License or Authorization of the Licences or any order or judgment of any court, governmental authority or regulatory body or any Laws,
(iv) except to the extent that such violation law or breach thereof or default thereunder could not reasonably be expected to limit regulation of any jurisdiction in any material manner the operations of which the Business as they are presently conducted or have a Material Adverse Effectis carried on.
Appears in 1 contract
Samples: Acquisition Agreement (Jupiter Global Holdings Corp)