Conflicting Instruments; Consents. The execution and delivery by the Guarantor of this Guaranty do not, and the consummation of the transactions contemplated hereby will not, violate any provision of the articles of incorporation or the bylaws (or the equivalent thereof) of the Guarantor, or conflict with or result in a breach of, or create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, any agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which the Guarantor is a party.
Conflicting Instruments; Consents. To the best of the knowledge of each Seller, the execution, delivery and performance of this Agreement does not and will not violate any provision of the Charter Documents of the Company, nor result in a breach of, create an event of default under, or give any third party the right to accelerate any obligation of the Company reasonably likely to prevent consummation of the proposed sale of the Shares. There is no pending or threatened action, suit, proceeding, notice of violation or investigation before or by any court, governmental body or agency (a "Proceeding") to restrain or prevent the consummation of the proposed sale of the Shares
Conflicting Instruments; Consents. To the best of the knowledge of the Buyer, the execution, delivery and performance of this Agreement does not and will not violate any provision of the memorandum of association and bye-laws of the Buyer and all amendments thereto, nor result in a breach of, create an event of default under, or give any third party the right to accelerate any obligation of the Buyer reasonably likely to prevent the consummation of the proposed sale of the Shares. There is no pending or threatened Proceeding to restrain or prevent the consummation of the proposed sale of the Shares.
Conflicting Instruments; Consents. (a) The execution and delivery by each Seller of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the articles of organization or the operating agreement of the Company (or the articles of incorporation or bylaws of Idamia and Iselsa), or result in the creation of any lien, security interest, charge or encumbrance upon the Units (other than encumbrances created by this Agreement) or any of the assets or properties of the Company under, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to accelerate any obligation under, any order, award, judgment or decree to which the Company is a party or by which the Company or any assets or properties of the Company are bound.
Conflicting Instruments; Consents. The execution and delivery by Buyer of this Agreement or any other Transaction Document to which it is a party does not, and the consummation of the Contemplated Transactions will not, result in a violation of, or require any authorization, approval, consent or other action by, or registration, declaration or filing with or notice to, any Governmental Authority pursuant to any Law applicable to Buyer.
Conflicting Instruments; Consents. (a) The execution and delivery by each of the Companies, BSI, CGC, TBGSI and each Equityholder of this Agreement does not, and the consummation of the Transactions will not, violate any provision of the respective articles of incorporation, certificate of incorporation, bylaws, limited liability company operating agreement, certificate of formation, partnership agreement or other charter or constituent documents (or the equivalents thereof) (collectively, the “Organizational Documents”) of the Companies, BSI, CGC, TBGSI or any Equityholder, or except as set forth on Schedule 3.3(a), result in the creation of any Encumbrances upon the Equity Interests, the BSI Properties or any assets of the Companies under, conflict with or result in a breach of, require a consent, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, accelerate or modify any obligation or benefit under, any contract, agreement, mortgage, license, Permit, lease, indenture, instrument, order, arbitration award, judgment or decree to which the Companies, BSI, CGC, TBGSI or any Equityholder is a party or by which either of the Companies, BSI, CGC, TBGSI or any Equityholder, the BSI Properties or any assets of the Companies are bound or affected.
Conflicting Instruments; Consents. (a) The execution, delivery, performance and consummation of this Agreement and the Transactions by each Seller do not and will not:
Conflicting Instruments; Consents. (a) The execution and delivery by Sterling of this Agreement do not, and the performance by Sterling of its obligations hereunder and the consummation of the Exchange of Stock and the other transactions contemplated hereby will not, (i) violate any provision of the certificate of incorporation or the by-laws of Sterling, or (ii) except as set forth in Schedule 6 attached hereto, result in the creation of any lien, security interest, charge, claim or encumbrance upon any of the properties or assets of Sterling or any of its subsidiaries under, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) or otherwise require a consent under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed or trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which Sterling or any subsidiary thereof is a party or by which Sterling or any subsidiary thereof, or any assets or properties of Sterling or any subsidiary thereof, are bound or affected, except for any such conflicts which individually or in the aggregate is not reasonably anticipated to result in a MAC Effect.
Conflicting Instruments; Consents. (a) Except as set forth on Schedule 4.3(a), the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the articles of incorporation or the by-laws (or the equivalent thereof), as amended from time to time (collectively, the "Organizational Documents") of the Company or any of the Subsidiaries, or (ii) result in the creation of any Lien upon the Securities or, other than any Permitted Lien or Liens created by or resulting from the activities of the Buyer and its affiliates, any of the material properties or assets of the Company or any of the Subsidiaries, or (iii) conflict with or result in a material breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to accelerate any material obligation under, any Material Contract.
Conflicting Instruments; Consents. The execution and delivery by the Buyer of this Agreement and the other Ancillary Agreements to which it is a party, do not, and the consummation of the transactions contemplated hereby will not, violate any provision of the articles of incorporation or the by-laws of the Buyer, or conflict with or result in a breach of, or create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to accelerate any material obligation under, any agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which the Buyer is a party.
