Compliance with Instruments and Agreements Sample Clauses

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, any statute, order, rule, or regulation of any court or governmental agency or body having jurisdiction over Buyers, or any agreement, instrument, or commitment to which either Buyer is a party or by which it is bound or to which any of its property is subject or may be bound.
Sample 1
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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Related to Compliance with Instruments and Agreements

  • Compliance with Instruments The execution, delivery and performance of this Agreement and the Escrow Agreement, the compliance with the terms and provisions hereof and the consummation of the transactions contemplated herein, therein and in the Registration Statement and Prospectus by the Company, do not and will not violate or constitute a breach of, or default under (i) the memorandum or articles of association of the Company; (ii) any of the material terms, provisions, or conditions of any material instrument, agreement, or indenture to which the Company is a party or by which it is bound or by which its business, assets, investments or properties may be affected; or (iii) any order, statute, rule, or regulation applicable to the Company, or any of its business, investments, assets or properties, of any court or (to the knowledge of the Company) any governmental authority or agency having jurisdiction over the Company, or any of its business, investments, properties or assets; and to the knowledge of the Company do not and will not result in the creation or imposition of any lien, charge, claim, or encumbrance upon any property or asset of the Company.

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, and franchise, and each material agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

  • Compliance with Agreements and Laws The Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule 2.17 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller to the Buyer. The Seller is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the Seller. Except as set forth on Schedule 2.17 attached hereto, the Seller has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

  • Compliance with Agreements and Conditions Buyer shall have performed and complied with all material agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date.

  • Compliance with Agreements Promptly and fully comply with all Contractual Obligations to which any one or more of them is a party, except for any such Contractual Obligations (a) the nonperformance of which would not cause a Default or Event of Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • Compliance with Other Instruments and Laws The execution and delivery of this Agreement, and the Purchaser Related Agreements, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation or default under any provision of the Certificate of Incorporation or Bylaws of Parent or Purchaser, or of any material mortgage, indenture, trust, lease, agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Purchaser or any of their respective properties, the result of which (either individually or in the aggregate) will prevent or materially delay the consummation of the transactions contemplated hereby.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

  • Compliance with Other Agreements and Applicable Laws Borrower is not in default in any material respect under, or in violation in any material respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and Borrower is in compliance in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local governmental authority.

  • Compliance with Agreements and Applicable Laws The Seller shall comply with all federal, state and local laws and regulations applicable to it and the Purchaser Assets, including those relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing and taxation, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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