CONFLICT WITH CONSTATING DOCUMENTS AND AGREEMENTS Sample Clauses

CONFLICT WITH CONSTATING DOCUMENTS AND AGREEMENTS. Neither the execution and delivery of the Loan Documents nor the consummation by the Borrower or any Guarantor of any of the transactions herein and therein contemplated, nor compliance by the Borrower and the Guarantors with the terms, conditions and provisions, will conflict with or result in a breach of any of the terms, conditions or provisions of: (i) the constating documents, certificates or articles of incorporation or by-laws of the Borrower and any Guarantor or any unanimous shareholders' agreement relating to any of them; (ii) any resolution of the shareholders, directors or any committee of directors of the Borrower or any Guarantor; (iii) in any material respect, any agreement, instrument or arrangement to which the Borrower, any Guarantor or any Subsidiary is now a party or by which it, or its properties are, or may be, bound, or will constitute a default thereunder, or will result in the creation or imposition of any Lien (other than Permitted Encumbrances) upon any of the properties or assets of the Borrower, any Guarantor or any Subsidiary; (iv) any judgment or order, writ, injunction or decree of any court; or (v) any Applicable Law presently in effect.
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CONFLICT WITH CONSTATING DOCUMENTS AND AGREEMENTS. Neither the execution and delivery by an Obligor of the Loan Documents to which it is a party nor the consummation by any such Obligor of any of the transactions therein contemplated (including the pledge of the Pledged Securities or the acquisition of the Acquired Shares) nor compliance by any such Obligor with the terms, conditions and provisions thereof, will conflict with or result in a breach of any of the terms, conditions or provisions of: (i) in the case of a Guarantor, the partnership agreement or constating documents or by-laws of any such Guarantor; (ii) any agreement, instrument or arrangement to which any such Obligor is now a party or by which it, or its properties are, or may be, bound, or constitutes a default thereunder; (iii) any judgment or order, writ, injunction, decree or ruling of any Official Body; or (iv) any applicable law.
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CONFLICT WITH CONSTATING DOCUMENTS AND AGREEMENTS. Neither the execution and delivery of this Agreement nor compliance by Trizec Properties with the terms, conditions and provisions hereto, will conflict with or result in a breach of any of the terms, conditions or provisions of: (i) the constating documents or by-laws of Trizec Properties or any unanimous shareholders' agreement relating to it; (ii) any resolution of the shareholders, directors or any committee of directors of Trizec Properties; (iii) in any material respect, any agreement, instrument or arrangement to which Trizec Properties is now a party or by which it, or its properties are, or may be, bound, or will constitute a default thereunder; or (iv) any judgment or order, writ, injunction or decree of any court.
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CONFLICT WITH CONSTATING DOCUMENTS AND AGREEMENTS. Neither the execution and delivery of the Loan Documents nor compliance by the Borrower and the Guarantors with the terms, conditions and provisions hereof and thereof, will conflict with or result in a breach of any of the terms, conditions or provisions of: (i) the constating documents or by-laws of the Borrower or any Guarantor or any unanimous shareholders’ agreement relating to any of them; (ii) any resolution of the shareholders, directors or any committee of directors of the Borrower or any Guarantor; (iii) in any material respect, any agreement, instrument or arrangement to which the Borrower or any Guarantor is now a party or by which it, or its properties are, or may be, bound, the absence of which agreement, instrument or arrangement could reasonably be expected to result in a Material Adverse Change or will constitute a default thereunder, or will result in the creation or imposition of any Charge (other than a Permitted Charge) upon any of the properties or assets of the Borrower or any Guarantor; (iv) any judgment or order, writ, injunction or decree of any court; or (v) any Applicable Law.
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CONFLICT WITH CONSTATING DOCUMENTS AND AGREEMENTS. Neither the execution and delivery by a Xxxxxx Party of this Agreement nor the consummation by any such Xxxxxx Party of any of the transactions contemplated hereby nor the compliance by any such Xxxxxx Party with the terms, conditions and provisions hereof nor the consummation by any Xxxxxx Party of the Affiliate Transfers, conflicts with or results in a breach of any of the terms, conditions or provisions of: (i) in the case of a Xxxxxx Affiliate, the partnership agreement or constating documents or by-laws of any such Xxxxxx Affiliate; (ii) any agreement, instrument or arrangement to which any such Xxxxxx Party is now a party or by which it, or its properties are, or may be, bound, or constitutes a default thereunder; (iii) any judgment or order, writ, injunction, decree or ruling of any Official Body; or (iv) any applicable law.
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CONFLICT WITH CONSTATING DOCUMENTS AND AGREEMENTS. Neither the execution and delivery of this Commitment Agreement and the other Mortgage Documents nor the consummation by the Loan Parties of any of the transactions herein and therein contemplated, nor compliance by the Loan Parties with the terms, conditions and provisions hereof and thereof, will conflict with or result in a breach of any of the terms, conditions or provisions of: (i) constating documents or by-laws, any unanimous shareholders’ agreement or any resolution of the shareholders or directors; (ii) if a limited partnership, its limited partnership agreement, any resolution of any committee, including the Investors Committee, or any other constating agreement or document by which it is bound; (iii) in any material respect, any agreement, instrument or arrangement to which it is now a party or by which it or its properties are, or may be, bound, or will constitute a default thereunder, or will result in the creation or imposition of any Lien (other than as created in favour of the Lender or Permitted Encumbrances) upon any of its properties or assets; (iv) any judgment or order, writ, injunction or decree of any court applicable to it; or (v) any Applicable Law.
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Related to CONFLICT WITH CONSTATING DOCUMENTS AND AGREEMENTS

  • Conflict with Other Agreements In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

  • Conflict With Other Agreement If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this Agreement will govern.

  • Amendments of Constitutive Documents Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents other than amendments that could not be reasonably expected to have a Material Adverse Effect.

  • Agreements and Documents Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit K, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company for purposes of the Securities Act; (b) the Escrow Agreement in a the form of Exhibit M; (c) the employment offer letters in substantially the form attached hereto as Exhibit N, executed by the individuals identified on Exhibit E; (d) Noncompetition Agreements in the form of Exhibit F, executed by the individuals identified on Exhibit E; (e) a Release in the form of Exhibit O, executed by the Persons identified on Exhibit P; (f) confidential invention and assignment agreements, attached hereto as Exhibit H, executed by all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements, including Xxxxxxx Xxxxx; (g) the statement referred to in Section 5.8(a), executed by the Company; (h) a legal opinion of Sheppard, Mullin, Xxxxxxx & Hampton LLP dated as of the Closing Date, in the form of Exhibit Q, which legal opinion shall be subject to customary qualifications; (i) a certificate executed by the Company and containing the representation and warranty of the Company that each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.10 have been duly satisfied (the “Company Closing Certificate”); and (j) a certificate executed by the Secretary of the Company attaching and certifying the Company’s current Certificate of Incorporation, Bylaws and the resolutions of the Company’s board of directors and stockholders approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement; (k) the Certificate of Merger, executed by the Company; (l) the Company Acknowledgments of Payment and Release; (m) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two Business Days prior to Closing with respect to the Company; (n) a Certificate of Status of Foreign Corporation of the Company from the applicable Governmental Authority in each jurisdiction where it is required to be qualified to do business, all of which are dated within five (5) Business Days prior to the Closing; and (o) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the Closing Date Stockholder Liability Amount; (ii) the name and address of each of the holders of the Company Capital Stock, Company Warrants and Company Options as of immediately prior to the Effective Time and the number of shares of Company Capital Stock, Company Warrants and Company Options of each class and series held by each such stockholder immediately prior to the Effective Time; (iii) the consideration that each such stockholder is entitled to receive pursuant to Sections 1.5(a), 1.6 and 1.7; and (iv) the amount to be contributed to the Escrow Fund by Parent on behalf of each Escrow Contributor pursuant to Section 1.10. (p) written resignations of all officers and directors of the Company, effective as of the Effective Time.

  • NO CONFLICT WITH EXISTING OBLIGATIONS Executive represents that Executive’s performance of all the terms of this Agreement does not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

  • Conflict with Other Instruments The execution and delivery by the Company of the Agreement and the performance by the Company of its obligations thereunder, do not and will not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of: (A) the charter documents of the Company; (B) any law applicable to or binding on the Company; or (C) any contractual restriction binding on or affecting the Company or its properties the breach of which would have a material adverse effect on the Company; or (ii) result in, or require or permit: (A) the imposition of any lien on or with respect to the properties now owned or hereafter acquired by the Company; or (B) The acceleration of the maturity of any debt of the Company, under any contractual provision binding on or affecting the Company;

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Adviser acknowledges that the Trustees retain ultimate plenary authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

  • Compliance with Laws and Agreements; No Default Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirements of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

  • Conflict with LOC Documents In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

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