Compliance with Instruments and Agreements. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in any breach or violation of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of either Buyer or Primedex, any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over Buyer or Primedex, or any agreement, instrument or commitment to which Buyer or Primedex is a party or by which either Buyer -or Primedex is bound or to which any of their respective property is subject.
Compliance with Instruments and Agreements. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in any breach or violation of any of the terms or provisions of, or constitute a default under, (i) the articles of incorporation or bylaws of the Corporation, (ii) any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over any Seller or the Corporation or (iii) assuming that the required consents referred to in Schedule 8 attached hereto are obtained at or prior to the Closing Date, any agreement, instrument or commitment to which any Seller or the Corporation is a party, by which any of them is bound or to which any of their property is subject.
Compliance with Instruments and Agreements. The transactions whereby any or all of the Transferred Assets were contributed or otherwise transferred by HealthFirst and the Former Owners to Sellers: (i) were effective to transfer good title to the Transferred Assets to Sellers; (ii) were conducted in compliance with the charter documents (including without limitation shareholders agreements, regulations or operating agreements) of HealthFirst and the Former Owners; (iii) were approved by all requisite action of the owners and the governing bodies of HealthFirst and each Former Owner; (iv) did not result in any breach of any term or provision of, or constitute a default under, any order, judgment, injunction, decree, indenture, mortgage, lease, lien, agreement or other instrument to which HealthFirst or any Former Owner is a party or by which any of the Transferred Assets is bound; and (v) were in compliance with all applicable laws and did not constitute a "fraudulent conveyance" under state law or federal bankruptcy law. The performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any breach or violation of any of the terms or provisions of, or constitute a default under, (i) the articles of organization, regulations or operating agreement of either HealthFirst or HFMFW, (ii) the partnership certificate or partnership agreement or any Seller, (iii) articles of incorporation, bylaws or any shareholders agreement of VVSC or any Former Owner, (iv) any Partnership Agreement, (v) any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over HealthFirst or any Seller, Former Owner or Partnership or (vi) assuming that the required consents referred to in Schedule 11 attached hereto are obtained at or prior to the Closing Date, any agreement, instrument or commitment to which HealthFirst or any Principal, Seller, Former Owner or Partnership is a party, by which any of them is bound or to which any of their property is subject.
Compliance with Instruments and Agreements. The performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any breach or violation of any of the terms or provisions of, or constitute a default under, the certificate of incorporation, bylaws or shareholders agreement of Buyer, any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over Buyer, or any agreement, instrument or commitment to which Buyer is a party or by which it is bound or to which any of its property is subject.
Compliance with Instruments and Agreements. The execution and ------------------------------------------ delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any breach or violation of any of the terms or provisions of, or constitute a default under, (i) the articles of incorporation or bylaws of the Corporation, (ii) any statute, order, rule, or regulation of any court or governmental agency or body having jurisdiction over the Corporation, or (iii) assuming that the required consents referred to in SCHEDULE 4.1(q) attached --------------- hereto are obtained at or prior to the Closing Date, any agreement, instrument, or commitment to which the Corporation is a party, by which it is bound, or to which any of its property is subject.
Compliance with Instruments and Agreements. The execution and ------------------------------------------ delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any breach or violation of any of the terms or provisions of, or constitute a default under, the articles or certificate of incorporation or bylaws of either Buyer or OccuSystems, any statute, order, rule, or regulation of any court or governmental agency or body having jurisdiction over Buyer or OccuSystems, or any agreement, instrument, or commitment to which Buyer or OccuSystems is a party or by which it is bound or to which any of its property is subject or may be bound.
Compliance with Instruments and Agreements. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any breach, default or violation of any of the terms of the Organizational Documents of the Sellers or any applicable Law, (ii) assuming that the required consents referred to in Schedule 4.1(o) are obtained at or prior to the Closing, violate, conflict with, or result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under any mortgage, Contract, agreement, indenture, trust, or other instrument that is either binding upon or enforceable against the Sellers or the Assets, (iii) assuming that the required consents referred to in Schedule 4.1(o) are obtained at or prior to the Closing, result in the imposition or creation of any Encumbrance on any of the Assets or accelerate any Indebtedness of the Sellers related to the Transferred Markets or to which the Assets may be subject or bound, or (iv) breach, impair or in any way limit any governmental or official license, approval, Permit, or authorization of the Sellers.
Compliance with Instruments and Agreements. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any breach or violation of any of the terms or provisions of, or constitute a breach of or default under, the Organizational Documents of Buyer or any applicable Law, (ii) except as disclosed on Schedule 4.2(c), violate, conflict with, or result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under any mortgage, Contract, agreement, indenture, trust, or other instrument, except in the case of clause (ii), where the violation, conflict, breach, modification, termination or default would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herein; or (iii) breach any governmental license or Permit of Buyer, except as would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herein.
