Conflict with Existing Agreements. The execution, delivery, and performance of this Agreement by the Seller, the Indemnitors, and JMJ and the consummation of the transactions contemplated hereby (i) do not violate, to Seller's knowledge after due investigation, any provisions of law applicable to Seller, JMJ, or any Indemnitor, (ii) will not conflict with, or result in the breach or termination of any provision of any indenture, mortgage or other instrument, contract or agreement (except those which are not Assumed Contracts but are to be terminated as of the Closing Date), or any order judgment, arbitration award, or decree to which Seller, JMJ, or any Indemnitor is a party or by which it or any of its assets and properties are bound (including the Assets), that would materially affect the Assets or Buyer's use of the Assets, and (iii) will not result in the creation of any lien, charge or encumbrance upon the Assets. Neither Seller, JMJ, any Indemnitor nor any of the Assets are subject to any mortgage, security interest, lease, agreement, instrument, order, judgment, arbitration award or decree, or to any law, statute, ordinance, or regulation, or any other restriction of any kind or character, which would prevent Seller, JMJ, or any Indemnitor from entering into this Agreement or from consummating the transactions contemplated hereby, and no judicial, governmental, or creditor committee approvals of this Agreement or the transactions contemplated hereby are required on the part of Seller, JMJ, or any Indemnitor. In the event consent of any lender, lessor, franchisor, customer or other person is required to consummate or facilitate consummation of this Agreement and the transactions contemplated hereby, Seller, JMJ, and the Indemnitors shall exercise all due diligence to obtain such consent on or before the date the payment under Section 3.02(a) is made.
Conflict with Existing Agreements. Seller represents and warrants that neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (a) the organizational or governing documents of Seller, (b) any law or any order, writ, injunction or decree of any court or governmental authority, or (c) any other contract or agreement to which Seller is a party; or results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument.
Conflict with Existing Agreements. The execution, delivery, and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby: (i) does not violate, with or without the giving of notice or the lapse of time, or both, any provisions of law applicable to Seller, (ii) will not conflict with, or result in the breach or termination of any provision of, or constitute a default under Seller's Articles of Incorporation or Bylaws, or any indenture, mortgage, deed of trust, or other material instrument, contract or agreement (other than the leases in respect of the Real Property, which require the consent of the landlord to this assignment), or any order, judgment, arbitration award, or decree to which Seller is a party and by which it or any of Division's assets and properties are bound (including the Purchased Assets), and (iii) will not result in the creation of any lien, charge, or encumbrance upon any of the properties, assets, or business of Division, other than those violations, conflicts, breaches, defaults, terminations, liens, changes or encumbrances that would not have a material adverse effect on the Business or the Division.
Conflict with Existing Agreements. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby (i) does not violate, with or without the giving of notice or the lapse of time, or both, any provisions of law applicable to Buyer, (ii) will not conflict with, or result in the breach or termination of any provision of or constitute a default under buyers Certificate of Limited Partnership, Limited Partnership Agreement, or any indenture, mortgage, deed of trust, or other instrument, contract, agreement or any order, judgment, arbitration award or decree to which Buyer may be a party or by which any of its assets and properties may be bound and will not result in the creation of a lien, charge or encumbrance upon any of the properties, asserts, or business of Buyer, except indebtedness incurred and security interests granted by the Buyer in connection with the financing of the Purchase Price hereunder.
Conflict with Existing Agreements. Holder and Company hereby acknowledge that Holder is party to the Rights Agreement and that certain Amended and Restated Voting Agreement, dated March 9, 2015, and that certain Amended and Restated Right of First Refusal, Co-Sale and Drag Along Agreement, dated March 9, 2015 (collectively, and as such agreements may be amended from time to time, the “Existing Agreements”). To the extent there is a conflict between any of the Holder’s obligations under this Warrant and Holder’s obligations under the Existing Agreement, the Holder’s obligations under the Existing Agreements will prevail.
Conflict with Existing Agreements. The Consultant warrants and represents to Company that she is not party to or obligated by any other contract, agreement or duty of any nature which conflicts with or is inconsistent with the Agreement. The Agreement will not cause a default under any agreement or obligation to which the Consultant is bound.
Conflict with Existing Agreements. To extent a direct conflict exists during the Term between this Agreement and the Amended and Restated Technology License and Advertising Agreement, dated August 10, 1998, between xxxxxxxxx.xxx, Xxxxxx.xxx and Xxxxxx.xxx D, Inc. (the "Technology License Agreement"), this Agreement shall supercede the Technology License Agreement; provided, however, that no license granted by either party to the other in the Technology License Agreement is superceded. To the extent a conflict exists during the Term between this Agreement and the Marketing Agreement, between xxxxxxxxx.xxx and Xxxxxx.xxx (the "Marketing Agreement"), this Agreement shall supercede the Marketing Agreement. The parties hereby agree that the reference to "a substantial and sustained marketing efforts" in the Marketing Agreement shall be deemed met by Section 3 with respect to both Parties.
