Compliance with Other Instruments; Consents. Neither the execution of any Closing Document nor the consummation of the Transaction will conflict with, violate or result in a breach or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in a termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any assets of the Company under any provision of the Articles of Incorporation, Bylaws, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, statute, ordinance, regulation or any other restriction of any kind or character to which the Company is bound.
Compliance with Other Instruments; Consents. Neither the execution of any Closing Document nor the consummation of the Transaction will trigger any affirmative obligation (including notice) conflict with, violate or result in a breach or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in a termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any assets of the Company under any provision of the Articles of Incorporation, Bylaws, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, statute, ordinance, regulation or any other restriction of any kind or character to which the Company is bound.
Compliance with Other Instruments; Consents. The Company is not in violation or default of any provision of its Certificate of Incorporation or Bylaws, or in violation in any material respect of any provision of any mortgage, indenture, agreement, instrument or contract to which it is a party or by which it is bound, or to the best of its knowledge, any federal or state judgment, order, writ, decree, statute, rule, regulation or restriction applicable to the Company. The execution, delivery and performance by the Company of this Agreement, the agreements related to the Credit Line and the Warrant, and the consummation of the transactions contemplated hereby and thereby, will not result in any such violation or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or (with the exception of the security interest granted by the Company under this Agreement only) an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company. The execution, delivery and performance by the Company of this Agreement, the agreements related to the Credit Line and the Warrant, and the consummation of the transactions contemplated hereby and thereby, do not require the Company to obtain any consent or approval of or make any filing with or give any notice to, any person, entity, governmental or judicial authority, except such as have been duly obtained or made.
Compliance with Other Instruments; Consents. Except as set forth in Section 3.22 of the SuiteSpeed Disclosure Schedule, neither the execution and delivery of this Agreement by SuiteSpeed nor the consummation of the transactions contemplated hereby will:
3.22.1 conflict with, or result in a breach of any provision of, SuiteSpeed's Certificate of Incorporation, by-laws or other organizational documents;
3.22.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of SuiteSpeed under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which SuiteSpeed is a party;
3.22.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to SuiteSpeed, its properties or its assets; or
3.22.4 require any action or consent or approval of, or review by, or registration or filing by SuiteSpeed or any of its Affiliates with, any third party or any governmental authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) the filing of the Certificate of Merger pursuant to the Statute, except, in the case of Sections 3.22.2, 3.22.3 and 3.22.4, for any of the foregoing that, individually or in the aggregate, is not reasonably likely to have a SuiteSpeed Material Adverse Effect.
Compliance with Other Instruments; Consents. Neither the execution of any Closing Document nor the consummation of the Transactions will conflict with, violate or result in a breach or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in a termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any assets of eVentures or Merger Sub under any provision of the Certificate of Incorporation or Organization, Bylaws, Regulations, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, statute, ordinance, regulation or any other restriction of any kind or character to which eVentures or Merger Sub is bound.
Compliance with Other Instruments; Consents. None of the Companies is in violation of its charter or bylaws or in default in the performance or observation of any obligation, agreement, covenant or condition contained in any distribution agreement, indenture, mortgage, deed of trust, note, bank loan or credit agreement, or any other material agreement or instrument to which any of the Companies is a party or by which it is bound, or to which any of its properties or assets are subject, which default or defaults, singly or in the aggregate, are material to its condition, financial or otherwise, or its earnings, business affairs or business prospects, and each such distribution agreement, indenture, mortgage, deed of trust, note, bank loan or credit agreement, and other material agreement or instrument, is in full force and effect and is the legal, valid and binding obligation of, and is enforceable as to, each of the Companies, as the case may be, in accordance with its terms. The execution, delivery and performance of this agreement by the Company and the consummation by the Company of the transactions contemplated herein will not (i) conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give rise to the rights of termination under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Companies pursuant to, any distribution agreement, indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other material agreement or instrument to which any of the Companies is a party or by which any of their respective properties or assets are bound, nor will such action result in any violation of the provisions of the charter or bylaws of any of the Companies, or any material law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over any of the Companies, or their respective properties or operations, or (ii) require the consent, approval, authorization or order of any court or governmental agency or body for the consummation by the Company of any of the transactions contemplated hereby, except such as have been obtained and such as may be required under the Acts, and under state securities or "Blue Sky" laws in connection with the issuance and distribution of the Securities. There are no contracts or documents of the Companies that are required to be filed as exhibits to the Registration Statement unde...
Compliance with Other Instruments; Consents. Except as set forth in Schedule 6.1.6, neither the execution of any Closing Document, nor the consummation of the Transactions, will conflict with, violate or result in a breach or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in the termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any of the assets of Seller under any provision of any provision of its Articles of Incorporation, Bylaws, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, statute, ordinance, regulation or any other restriction of any kind or character to which Seller is subject or by which Seller is bound, or require the consent of any third party or governmental agency.
Compliance with Other Instruments; Consents. Neither the execution of this Agreement or any Closing Document nor the consummation of the Transaction will conflict with, violate or result in a breach or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in a termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any assets of Purchaser under any provision of the Articles of Incorporation, Bylaws, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, statute, ordinance, law, regulation or any other restriction of any kind or character to which Purchaser is bound. The execution and delivery of this Agreement or any Closing Document nor the consummation of the Transaction contemplated by this Agreement, except as set forth on Schedule 3.3.8, require the consent of any governmental or administrative agency or any other person not a party hereto.
Compliance with Other Instruments; Consents. Neither the execution of this Agreement, nor the consummation of the Transaction, will conflict with, violate or result in a breach or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or encumbrance upon any of the assets of Northeast or any of its Subsidiaries under any provision of any certificate of incorporation, by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, or any other restriction of any kind or character to which Northeast or any of its Subsidiaries is subject or by which Northeast or any of its Subsidiaries is bound, or require the consent of any third party or governmental agency. To the extent the consent of Celcor to the Merger is required under the terms of that certain pledge agreement among Celcor and the shareholders of Northeast, by its execution of this Agreement, Celcor consents to the Merger.
Compliance with Other Instruments; Consents. 11 3.2.10 Financial Statements........................................................... 11 3.2.11 Litigation..................................................................... 12 3.2.12 Brokerage...................................................................... 12 3.2.13 Permits........................................................................ 12 3.2.14
