Conflict or Violation Sample Clauses

Conflict or Violation. Neither the execution and delivery of this Agreement and any Ancillary Agreement nor the consummation of the transactions contemplated hereby will result in a breach of, or a default under, any term or provision of any contract, agreement indebtedness, lease, Encumbrance, commitment, license, franchise, permit, authorization or concession to which any Seller is a party or by which any Seller is bound or affected.
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Conflict or Violation. Except as set forth on the Disclosure Schedule, neither the execution and delivery of this Agreement or the Other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby, including the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, will result in (a) a violation of or a conflict with any provision of the certificate of incorporation or bylaws of Seller, Homestead, any Transferred Company or any Subsidiary of any Transferred Company, (b) a breach of, or a default under, any term or condition of, or otherwise cause any impairment of, any Contract, indebtedness, Encumbrance, franchise, Permit, authorization or concession to which Seller, Homestead, any Transferred Company or any Subsidiary of any Transferred Company is a party or is subject or by which any of their respective assets or properties are bound, (c) a violation by Seller, Homestead, any Transferred Company or any Subsidiary of any Transferred Company of any Applicable Law, (d) the imposition of any material Encumbrance or other restriction on the business of any Transferred Company or any Subsidiary of any Transferred Company or on any of their respective assets or properties or on the Program Business, or (e) any right of termination, cancellation or acceleration under any Contract to which any Transferred Company or any Subsidiary of any Transferred Company is a party or by or to which it or any of their respective assets or properties may be bound or subject.
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Conflict or Violation. The execution, delivery, and performance of this Agreement by SRSG and Merger Sub does not and will not: (a) violate or conflict with any provision of their respective Articles or Certificate of Incorporation, Bylaws, or other governing document of either of them; (b) violate any provision of Law (including any Law pertaining to the issuance of securities) or any Order, judgment, or decree of any court or other Governmental Entity or regulatory authority applicable to SRSG or Merger Sub; (c) violate or result in a breach of or constitute a default under any Contract, lease, loan agreement, debt instrument, mortgage, security agreement, indenture, or other agreement or instrument to which either of them is a party or by which either of them is bound or to which any of their properties or assets is subject or which would prevent the transactions contemplated by this Agreement from being consummated.
Sample 1
Conflict or Violation. Neither the execution and delivery of this Agreement or any other Contract contemplated hereby by such Seller of the Transferred Company, nor the consummation of the transactions contemplated hereby or thereby, will result in (a) a violation of or a conflict with any provision of the certificate of incorporation or bylaws of the Transferred Company (b) a breach of, or a default under, any term or condition of, or otherwise cause any impairment of, any material Contract, indebtedness, Encumbrance, franchise, Permit, authorization or concession to which such Seller or Transferred Company is a party or is subject or by which any of its assets are bound which could result in a Sellers Material Adverse Effect, (c) a violation by such Seller or Transferred Company of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award applicable to such Seller or the Transferred Company, or (d) the imposition of any material Encumbrance or other restriction on the business of Transferred Company or on any of its assets.
Sample 1
Conflict or Violation. Neither the execution and delivery of this Agreement or any other Contract contemplated hereby, nor the consummation of the transactions contemplated hereby or thereby, will result in (a) a violation of or a conflict with any provision of the certificate of incorporation or bylaws of Buyer or any of its Subsidiaries, (b) a breach of, or a default under, any term or condition of, or otherwise cause any impairment of, any material Contract, indebtedness, Encumbrance, franchise, Permit, authorization or concession to which Buyer or any of its Subsidiaries is a party or is subject or by which any of its assets are bound which could result in a Buyer Material Adverse Effect, (c) a violation by Buyer or any of its Subsidiaries of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award applicable to the Buyer or any of its Subsidiaries, or (d) the imposition of any material Encumbrance or other restriction on the business of Buyer or any of its Subsidiaries or on any of its assets.
Sample 1
Conflict or Violation. Neither the execution and delivery of this Agreement or any Other Transaction Document, nor the consummation of the transactions contemplated hereby or thereby, will result in (a) a violation of or a conflict with any provision of the certificate of incorporation or bylaws of Buyer or any of its Subsidiaries, (b) a breach of, or a default under, any term or condition of, or otherwise cause any impairment of, any Contract, indebtedness, Encumbrance, franchise, Permit, authorization or concession to which Buyer or any of its
Sample 1
Conflict or Violation. Neither the execution and delivery of this Agreement or any Other Transaction Document, nor the consummation of the transactions contemplated hereby or thereby, will result in (a) a violation of or a conflict with any provision of the certificate of incorporation or bylaws of Buyer or any of its Subsidiaries, (b) a breach of, or a default under, any term or condition of, or otherwise cause any impairment of, any Contract, indebtedness, Encumbrance, franchise, Permit, authorization or concession to which Buyer or any of its Subsidiaries is a party or is subject or by which any of their respective assets or properties are bound, (c) a violation by Buyer or any of its Subsidiaries of any Applicable Law, (d) other than those Encumbrances or restrictions which arise in connection with any financing arrangement undertaken by Buyer in connection with the transactions contemplated hereby, the imposition of any material Encumbrance or other restriction on the business of Buyer or any of its Subsidiaries or on any of their respective assets, or (e) any right of termination, cancellation or acceleration under any Contract to which Buyer or any of its Subsidiaries is a party or by or to which it or any of their respective assets or properties may be bound or subject.
Sample 1
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Related to Conflict or Violation

  • No Conflict or Violation The execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents to which the Borrower is a party, and the fulfillment of the terms hereof and thereof, will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under its organizational documents or any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument to which the Borrower is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of the Collateral pursuant to the terms of any such indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument other than this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law.

  • No Conflict or Breach The execution, delivery and performance of this Agreement and any other agreements or documents contemplated hereby and the consummation by the Buyer of the transactions contemplated hereby or thereby do not and will not:

  • No Conflict or Violation; Consents (a) None of the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (a) violate or conflict with any provision of the governing documents of the Company or the Company Subsidiary, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice or the passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice or consent under, or result in the creation of any Encumbrance upon any of its respective Assets under, any Contract, Lease, License, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which the Company or the Company Subsidiary is a party or by which the Company or the Company Subsidiary is bound or to which any of its respective Assets are subject, (c) violate any applicable Regulation or Order or (d) impose any Encumbrance on any of the Assets of the Company or the Company Subsidiary or the Business.

  • No Conflict or Default The execution and delivery of the Agreements, the issuance and sale of the Shares to be sold by the Company under the Agreements, the fulfillment of the terms of the Agreements and the consummation of the transactions contemplated thereby will not: (A) result in a conflict with or constitute a material violation of, or material default (with the passage of time or otherwise) under, (i) any bond, debenture, note, loan agreement or other evidence of indebtedness, or any material lease, or contract to which the Company is a party or by which the Company or their respective properties are bound, (ii) the Certificate of Incorporation, by-laws or other organizational documents of the Company, as amended, or (iii) any law, administrative regulation, or existing order of any court or governmental agency, or other authority binding upon the Company or the Company’s respective properties; or, (B) result in the creation or imposition of any lien, encumbrance, claim, or security interest upon any of the material assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets of the Company is subject, that would have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body is required for the execution and delivery of the Agreements by the Company and the valid issuance or sale of the Shares by the Company pursuant to the Agreements, other than such as have been made or obtained, and except for any filings required to be made under federal or state securities laws.

  • Conflict or Inconsistency In the event of any conflict or inconsistency between the terms and provisions of this Custodial Agreement and the terms and provisions of any contract, instrument or other agreement between Custodian and any third party, the terms and provisions of this Custodial Agreement shall control, provided, however, that in the event of any conflict or inconsistency between the terms of this Custodial Agreement and the instructions of the Trustee, the Trustee’s instructions shall control.

  • No Conflict, Breach, Violation or Default The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investor through the XXXXX system), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties is subject.

  • Absence of Conflict or Default The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under (i) its organizational documents, (ii) any indenture, mortgage, deed of trust or lease to which the Dealer Manager is a party or by which it may be bound, or to which any of the property or assets of the Dealer Manager is subject, or (iii) any rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager or its assets, properties or operations, except in the case of clause (ii) or (iii) for such conflicts or defaults that would not individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Dealer Manager.

  • No Conflict; No Default Neither the execution, delivery and performance of this agreement nor the consummation by the party of the transactions contemplated in this agreement will conflict with, violate or result in a breach of (a) any law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, applicable to such party, (b) any term, condition or provision of the articles of incorporation, certificate of limited partnership, certificate of organization, bylaws, partnership agreement or limited liability company agreement (or other governing documents) of such party or of any material agreement or instrument to which such party is or may be bound or to which any of its material properties or assets is subject.

  • No Conflict of Rights The Corporation shall not, after the date hereof, grant any registration rights which conflict with or impair the registration rights granted hereby.

  • No Conflict, Etc The execution, delivery, and performance of this Amendment by Borrowers will not violate any requirement of law or contractual obligation of any Borrower and will not result in, or require, the creation or imposition of any Lien on any of any Borrower’s properties or revenues, other than Permitted Liens.

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