Compliance with Laws and Validity of Contemplated Transactions Sample Clauses

Compliance with Laws and Validity of Contemplated Transactions. To Seller's Knowledge, Seller is in material compliance with all Laws applicable to it or the operation, ownership and use of the Acquired Assets or the Seller's Business, except to the extent that such non-compliance would not have a Material Adverse Effect on the Seller's Business. Except as set forth in Schedule 4.3, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby (a) conflicts with or results in any violation of or constitutes a default under any term of the Articles of Incorporation or Bylaws of Seller, (b) conflicts with or results in any violation of or constitutes a material default under any Contract which is applicable to Seller or by which Seller is bound or to which any of its properties or the Acquired Assets are subject, except to the extent that such conflict or violation would not have a Material Adverse Effect on the Seller's Business, or (c) results in the creation or imposition of any Lien on any of the Acquired Assets.
Sample 1Sample 2
AutoNDA by SimpleDocs
Compliance with Laws and Validity of Contemplated Transactions. To Buyer's knowledge, Buyer is in compliance with all Laws applicable to it or the operation, ownership and use of its properties or assets or its business, except to the extent that such non-compliance would not have a material adverse effect on the Buyer's business. Neither the execution, delivery and performance of this Agreement and the Transaction Documents to which Buyer is a party, nor the consummation of the transactions contemplated hereby or thereby (a) conflicts with or result in a breach of the organizational documents of Buyer, (b) conflicts with or results in any violation of or constitutes a default under any Law which is applicable to Buyer or by which Buyer is bound or to which any of its properties or assets are subject, (c) conflicts with or results in any violation of or constitutes a default under any contract, lease, agreement, mortgage, license, commitment or understanding, written or oral, to which Buyer is a party or by which Buyer is bound or to which Buyer's properties or assets may be subject, except to the extent that such conflict or violation would not have a material adverse effect on the Buyer's business (collectively, the "Buyer Contracts"), or (d) result in the creation or imposition of any Lien upon or with respect to any material property now owned by Buyer.
Sample 1Sample 2
Compliance with Laws and Validity of Contemplated Transactions. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or result in a violation or breach of the Articles of Organization or Operating Agreement of Buyer, (b) conflict with or result in any violation of or constitute a default under any Law which is applicable to Buyer or by which Buyer is bound or to which any of its properties or assets are subject, or (c) result in the creation or imposition of any Lien upon or with respect to any material property now owned by Buyer.
Sample 1
Compliance with Laws and Validity of Contemplated Transactions. Seller is in compliance with all laws applicable to it or the operation, ownership and use of the Assets. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any violation of or constitute a default under any term of the Articles of Incorporation or Bylaws of Seller, (b) conflict with or result in any violation of or constitute a default under any Law or Contract which is applicable to Seller or by which Seller is bound or to which any of its properties or assets are subject, or (c) result in the creation or imposition of any Lien on any of the acquired Assets.
Sample 1
Compliance with Laws and Validity of Contemplated Transactions. The -------------------------------------------------------------- execution, delivery and performance of this Agreement by QQQ, Quadras and the Stockholders in accordance with its terms and the consummation of the transactions contemplated hereby does not and will not (a) to the Knowledge of the Stockholders violate any law applicable to QQQ, Quadras or the Stockholders; (b) conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or bylaws of QQQ or Quadras or under any indenture, agreement, or other instrument to which QQQ, Quadras or any of the Stockholders is a party or by which they or any portion of their respective properties may be bound, or (c) result in or require the creation or imposition of any lien upon or with respect to any property now owned or hereafter acquired by QQQ, Quadras or any of the Stockholders. No authorization, approval, or consent of, and no registration or filing with, any governmental or regulatory official body or authority is required in connection with the execution, delivery or performance by Stockholders, QQQ or Quadras of this Agreement or the Escrow Agreement.
Sample 1
Compliance with Laws and Validity of Contemplated Transactions. The -------------------------------------------------------------- execution, delivery and performance of this Agreement by Graphic and QAC in accordance with its terms and the consummation of the transactions contemplated hereby does not and will not (a) violate any applicable law, (b) conflict with, result in a breach of, or constitute a default under their respective Articles of Incorporation or By-Laws or under any indenture, agreement or other instrument to which either of them is a party or by which they or any of their properties may be bound; or (c) result in or require the creation or imposition of any lien upon or with respect to any material property now owned or hereinafter acquired by Graphic or QAC. No authorization, approval, or consent of and no registration or filing with, any governmental or regulatory official body or authority is required in connection with the execution, delivery or performance by Graphic or QAC of this Agreement.
Sample 1
Compliance with Laws and Validity of Contemplated Transactions. Seller is in compliance with all Laws (subject to the qualifications set forth in Section 4.18 with respect to environmental matters) applicable to it or the operation, ownership and use of the Acquired Assets or the Business. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any violation of or constitute a default under any term of the Articles of Incorporation or Bylaws of Seller, (b) conflict with or result in any violation of or constitute a default under any Law or Contract (other than any Customer Contract) which is applicable to Seller or by which Seller is bound or to which any of its properties or assets is subject, or (c) result in the creation or imposition of any Lien on any of the Acquired Assets.
Sample 1
AutoNDA by SimpleDocs

Related to Compliance with Laws and Validity of Contemplated Transactions

  • Compliance with Laws and Court Orders The Company and each of its subsidiaries is and has been in compliance with, and to the knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Company.

  • Compliance with Laws and Documents No Company shall (a) violate the provisions of any Laws or rulings of any Governmental Authority applicable to it or of any Material Agreement to which it is a party if that violation alone, or when aggregated with all other violations, would be a Material Adverse Event, (b) violate the provisions of its organizational documents if such violation would cause a Material Adverse Event, or (c) repeal, replace, or amend any provision of its organizational documents if that action would be a Material Adverse Event.

  • Compliance with Law; Governmental Approvals Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

  • Compliance with Laws; Use The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “

  • Compliance With Laws and Approvals Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws and Agreements Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

  • Litigation and Compliance with Laws (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2019 or any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since December 31, 2019, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with the Transactions.

  • Compliance with Laws; Environmental Matters (i) Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), taxes and regulatory compliance, which are the subjects of Sections 3.01(j)(ii), 3.01(l), 3.01(n) and 3.01(u), respectively, each of the Company and its Subsidiaries is in compliance with all Laws and Orders (collectively, “Legal Provisions”) applicable to it, its properties or other assets or its business or operations, except for failures to be in compliance that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities (collectively, “Permits”), including all Permits under the Federal Food, Drug and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the “FDCA”), necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted, except where the failure to have such Permits individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Since January 1, 2000, there has occurred no default under, or violation of, any such Permit, except for any such default or violation that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The consummation of the Merger, in and of itself, would not cause the revocation or cancelation of any such Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws; Governmental Authorizations 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement.

  • Compliance with Law; Governmental Authorizations To the best of Seller’s knowledge, Seller is in compliance with all federal, state and local laws, authorizations, licenses and permits of any governmental authority and all governmental orders affecting the properties and assets of Seller, including federal, state and local: (i) Occupational Safety and Health Laws; (ii) private investigatory and other similar laws; (iii) the Fair Credit Reporting Act and similar state and local laws; and (iv) laws regarding or relating to trespass or violation of privacy rights. Seller has not been charged with violating, nor to the knowledge of Seller, threatened with a charge of violating, nor, to the knowledge of Seller, is Seller under investigation with respect to a possible violation of any provision of any federal, state or local law relating to any of, properties or assets.

Time is Money Join Law Insider Premium to draft better contracts faster.