Conflicting Instruments; Consents. (a) The execution and delivery by the Sellers and the Company of this Agreement and the Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby do not and will not, (i) violate any provision of the Articles of Incorporation or the By-laws of the Company, (ii) result in the creation of any Encumbrance upon the Shares or any of the properties or assets of the Company, (iii) 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 Contract or Order which any Seller or the Company is a party or by which any Seller, the Shares, the Company, or any assets or properties of the Company, are bound or affected, unless such default is waived in writing by the entity declaring the default, or (iv) violate any Law or Permit to which the Company is subject.
(b) The execution and delivery by the Sellers and the Company of this Agreement and the Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby do not and will not, result in a violation of any Law or Order applicable to the Sellers or the Company or by which any of the property or assets of the Sellers or GV: #115336 v7 (2gzs07!.WPD) 8 the Company is bound. There is no pending or threatened Action before or by any court or other Governmental Authority, to restrain or prevent the consummation of the transactions contemplated by this Agreement or that might affect the right of the Buyer to own the Shares or to operate the business of the Company. Neither the Sellers nor the Company is subject to any known governmental oversight which would serve to prevent this transaction.
(c) Except as set forth on Schedule 2.4(c), no authorization, approval, consent, exemption or other action by, or registration, declaration or filing with or notice to any court or other Governmental Authority or any other Person is required in connection with the execution, delivery, and performance of this Agreement and the Ancillary Documents by the Sellers or the Company or the consummation by the Sellers or the Company of the transactions contemplated hereby, including, without limitation, the transfer of the Shares to the Buyer.
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. 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. (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.
(b) The execution and delivery by each Seller of this Agreement does not, and the consummation of the transactions contemplated hereby 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 court or administrative or governmental body pursuant to, any statute, law, rule, regulation or ordinance applicable to the Company or such Seller. There is no pending action, suit, proceeding or, to the knowledge of such Seller, investigation before or by any court or governmental body or agency to restrain or prevent the consummation of the transactions contemplated by this Agreement.
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. The execution and delivery by Buyer of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the limited liability agreement of the Buyer.
Conflicting Instruments; Consents. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate or result in any violation of or be in conflict with or constitute a default under any term of the certificate of incorporation or by-laws of CENFED, or of any material agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to CENFED. No consent or approval by any governmental authority, other than compliance with applicable federal and state securities and banking laws, including the regulations of the OTS, is required of CENFED in connection with the execution and delivery by CENFED of this Agreement or the consummation by CENFED of the transactions contemplated hereby.
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.
(b) Except as set forth on Schedule 3.3(b), the execution and delivery by the Companies, BSI, CGC, TBGSI and each of the Equityholders of this Agreement does not, and the consummation of the 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 United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency, department, commission, board, bureau, instrumentality or any court, tribunal, or arbitral or judicial body (including any grand jury) (“Governmental Authority”) pursuant to any statute, law, ordinance, regulation, rule, code, executive order or Order of any Governmental Authority (“Law”) applicable to either of the Companies, BSI, CGC, TBGSI, any Equityholder, the BSI Properties or any assets of the Companies except for any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Except as set forth on Schedule...
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.
