Conflicting Obligations; Consents Sample Clauses

Conflicting Obligations; Consents. The execution and delivery of this Agreement do not, and the consummation of the sale and purchase of MP Stock contemplated hereby will not: (a) conflict with or violate any provisions of the Articles of Incorporation or Bylaws of MP; (b) conflict with or violate any provisions of, or result in the maturation or acceleration of, or termination right under, any obligations under any contract (including customer contracts), agreement, instrument, document, lease, license, permit, indenture, or obligation, or any law, statute, ordinance, rule, regulation, code, guideline, order, arbitration award, judgment or decree, to which MP is subject or to which MP or any Shareholder is a party, except for the acceleration of vesting of stock options; or (c) violate any restriction or limitation of any kind by which MP or any Shareholder is bound, or result in the termination or loss of any right (or give any third party the right to cause such termination or loss) of any kind to which MP or any Shareholder is entitled. No third-party consents, approvals or authorizations are necessary for the execution and consummation of the transactions contemplated hereby, nor are any such consents, approvals or authorizations required in order to enable the Buyer to enjoy the benefits of any contracts, agreements, instruments, documents, leases, licenses, permits, indentures or rights of MP in accordance with their existing terms.
Sample 1
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Conflicting Obligations; Consents. The execution and delivery of this Agreement and the other Transaction Documents to which Seller is a party by Seller do not, and the consummation of the transactions contemplated hereby and thereby does not (i) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of Seller or the organizational documents of any Selling Subsidiary, (ii) violate any material provisions of, or result in a material breach or default under, any obligations under any Contract included in the Purchased Assets or any other material Contract to which Seller or any Selling Subsidiary is bound, (iii) constitute a violation in any material respects of any order, license or law, to which Seller is subject or to which Seller is a party. No material third party consents, approvals or authorizations are necessary for the execution and consummation of the transactions contemplated hereby, nor are any such material consents, approvals or authorizations required in order for any of the Purchased Assets to be assigned or transferred to Buyer.
Sample 1
Conflicting Obligations; Consents. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not: (a) conflict with or violate any provisions of the Articles of Incorporation or By-Laws of the Company; (b) conflict with or violate any provisions of, or result in the maturation or acceleration of, any obligations under any material contract, agreement, instrument, document, lease, license, permit, indenture or obligation, or any law, statute, ordinance, rule, regulation, code, guideline, order, arbitration award, judgment or decree, to which Xx. Xxxxxxx or the Company is subject or by which either is bound; or (c) violate any material restriction or limitation, or result in the termination or loss of any material right (or give any third party the right to cause such termination or loss) of any kind affecting the Company. Except as set forth on Schedule 3.3, no third-party consents, approvals or authorizations are necessary for Xx. Xxxxxxx to consummate the transactions contemplated hereby.
Sample 1
Conflicting Obligations; Consents. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or violate any provisions of the Articles of Incorporation or By-Laws of UWSI. No third-party consents, approvals or authorizations are necessary for UWSI's execution and consummation of the transactions contemplated hereby.
Sample 1
Conflicting Obligations; Consents. The execution and performance of this Agreement does not, and the consummation of the transactions contemplated by this Agreement will not, conflict with or violate any obligations of BHC INV under any contract, agreement, instrument, document, lease, license, permit, indenture, or obligation, or any law, statute, ordinance, rule, regulation, code, guideline, order, arbitration, award, judgment or decree, to which BHC INV is subject or to which BHC INV is a party.
Sample 1
Conflicting Obligations; Consents. The execution and performance of this Agreement does not, and the consummation of the transactions contemplated in this Agreement will not, conflict with or violate any provisions of the articles of incorporation or bylaws of BNSC or any provisions of any obligations under any contract, agreement, instrument, document, lease, license, permit, indenture, or obligation, or any law, statute, ordinance, rule, regulation, code, guideline, order, arbitration, award, judgment or decree, to which BNSC is subject or to which BNSC is a party.
Sample 1
Conflicting Obligations; Consents. Except as set forth in Schedule 4.4, the execution and delivery of this Agreement do not, and the consummation of the sale and purchase of the Purchased Assets and the Stomp Business contemplated hereby will not: (a) conflict with or violate any provisions of the Articles of Incorporation or Bylaws of the Seller; or (b) conflict with or violate any provisions of, or result in the maturation or acceleration of, or termination right under, any obligations under any contract (including customer contracts), agreement, instrument, document, lease, license, permit, indenture, or obligation, or any law, statute, ordinance, rule, regulation, code, guideline, order, arbitration award, judgment or decree, to which the Seller is subject or to which the Seller is a party, except where any such violation, maturation or acceleration would not have a Material Adverse Effect on the operation of the Stomp Business by Buyer after the Closing. Except as set forth on Schedule 4.4, no third-party consents, approvals or authorizations are necessary for the execution and consummation of the transactions contemplated hereby, nor are any such consents, approvals or authorizations required in order to enable the Buyer to enjoy the benefits of any contracts, agreements, instruments, documents, leases, licenses, permits, indentures or rights of the Seller in accordance with their existing terms.
Sample 1
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Conflicting Obligations; Consents. The execution and delivery of this Agreement do not, and the consummation of the sale and purchase of the Purchased Assets and the Business contemplated hereby will not: (a) conflict with or violate any provisions of the articles or certificate of incorporation, Bylaws or other organizational document of Buyer; (b) conflict with or violate any provisions of, or result in the maturation or acceleration of, any obligations under any contract, agreement, instrument, document, lease, license, permit, indenture, or obligation, or any law, statute, ordinance, rule, regulation, code, guideline, order, arbitration award, judgment or decree, to which Buyer is subject or to which Buyer is a party; or (c) violate any restriction or limitation, or result in the termination or loss of any right (or give any third party the right to cause such termination or loss), of any kind to which Buyer is bound or has. No third-party consents, approvals or authorizations on behalf of Buyer are necessary for the execution and consummation of the transactions contemplated hereby.
Sample 1

Related to Conflicting Obligations; Consents

  • Conflicting Obligations Consultant certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement.

  • No Conflicting Obligations The Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his Employment, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that his Employment will not infringe or violate the rights of any other person. The Executive represents and warrants to the Company that he has returned all property and confidential information belonging to any prior employer.

  • No Conflicting Obligation I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

  • Conflicting Instruments Neither the execution and delivery of this Agreement nor the performance by such Stockholder of its agreements and obligations hereunder will result in any breach or violation of, or be in conflict with or constitute a default under, any term of any agreement, judgment, injunction, order, decree, federal law or regulation to which such Stockholder is a party or by which such Stockholder (or any of its assets) is bound.

  • Conflicting Agreements The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent.

  • Absence of Conflicting Obligations The making, execution and delivery of this Amendment, and performance and compliance with the terms of the Loan Agreement as amended, do not violate any presently existing provision of law or the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound.

  • Conflicting Obligations and Rights The Executive agrees to inform the Company of any apparent conflicts between the Executive’s work for the Company and any obligations the Executive may have to preserve the confidentiality of another’s proprietary information or related materials before using the same on the Company’s behalf. The Company shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations and rights or the appearance of any conflict of interest.

  • Conflicting Laws and Contracts Neither the execution and delivery by Debtor of this Security Agreement, the creation and perfection of the security interest in the Collateral granted hereunder, nor compliance with the terms and provisions hereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Debtor or Debtor’s Constituent Documents, the provisions of any indenture, instrument or agreement to which Debtor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, instrument or agreement (other than any Lien of Secured Party).

  • Absence of Conflicting Agreements or Required Consents The execution, delivery and performance of this Agreement by APP and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) does not require the consent of any governmental or regulatory body or authority or any other third party except for such consents, for which the failure to obtain would not result in a Material Adverse Effect on APP; (ii) will not conflict with any provision of APP's certificate of incorporation or bylaws; (iii) will not conflict with, result in a violation of, or constitute a default under any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which APP is a party or by which APP or its properties are subject or bound; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit, material to this transaction, to which APP is a party or by which APP or any of its properties are bound except for such conflict, termination, breach or default, the occurrence of which would not result in a Material Adverse Effect on APP; and (v) will not create any Encumbrance or restriction upon APP Common Stock or any of the assets or properties of APP. The financial statements of APP contained in the Registration Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto), (b) present fairly the financial position of APP and APP Subsidiaries as of the dates indicated and present fairly the results of APP's and APP Subsidiaries' operations for the periods then ended, and (c) are in accordance with the books and records of APP and APP Subsidiaries, which have been properly maintained and are complete and correct in all material respects.

  • No Conflicting Agreements The Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Documents.

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