Conflicts and Defaults. Neither the execution and delivery of this Agreement by Acquiror nor the performance by Acquiror of the transactions contemplated hereby will violate or constitute an occurrence of default under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any material contract, sales commitment, purchase order, security agreement, mortgage, conveyance to secure debt, note, deed, loan, Lien, lease, agreement, instrument, order, judgment, decree, or other arrangement to which Acquiror is a party or is bound. The Acquiror is not in violation of any of its organizational documents.
Conflicts and Defaults. Neither the execution and delivery of this Agreement and the other Transaction Documents by any Seller Party nor the performance by any Seller Party of the transactions contemplated hereby or thereby will (i) violate, conflict with, or constitute a default under, any provision of Seller’s articles of incorporation or bylaws or any provisions of, or result in the acceleration of any obligation under, any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument (including but not limited to the Contracts), or any Law (as hereinafter defined), relating to the Business or any of the Acquired Assets or by which Seller or any of the Acquired Assets are bound, (ii) result in the creation or imposition of any Liens or other claims in favor of any third Person against any of the Acquired Assets, (iii) constitute an event that, after notice or lapse of time or otherwise, would result in any such violation, conflict, default (except defaults that would not individually or in the aggregate have a material adverse effect), acceleration, or creation or imposition of Liens or other claims or (iv) constitute an event that, after notice or lapse of time or otherwise, would create, or cause to be exercisable or enforceable, any option, agreement or right of any kind to purchase any of the Acquired Assets. Except as set forth on Schedule 1.4(a), no Consent will be required to be obtained or satisfied for the continued performance by Buyer following the Closing of any Assigned Contract. Seller is not in violation of or in default under its articles of incorporation or bylaws, and no Seller Party is in violation of or in default under any provision of any contract or other agreement, commitment, obligation or undertaking (including but not limited to the Contracts) or Law relating to the Business or any of the Acquired Assets or by which any Seller Party or any of the Acquired Assets are bound, or in the payment of any monetary obligations or debts of any Seller Party relating to the Business, and there exists no condition or event that, after notice or lapse of time or otherwise, would result in any such violation or default.
Conflicts and Defaults. Neither the execution and delivery of this Agreement and other Transaction Documents by Buyer nor the performance by Buyer of its obligations hereunder and thereunder will (i) violate, conflict with, or constitute a default under, any provision of Buyer’s articles of incorporation or bylaws or any provisions of, or result in the acceleration of any obligation under, any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, or any Law by which Buyer is bound or (ii) constitute an event that, after notice or lapse of time or otherwise, would result in any such violation, conflict, default (except defaults that would not individually or in the aggregate have a material adverse effect), acceleration, or creation or imposition of Liens or other claims.
Conflicts and Defaults. Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of the transactions contemplated hereby will, to Purchaser's knowledge, violate or constitute an occurrence of default under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any material contract, sales commitment, purchase order, security agreement, mortgage, conveyance to secure debt, note, deed, loan, Lien, lease, agreement, instrument, order, judgment, decree, or other arrangement to which Purchaser is a party or is bound. Purchaser is not in violation of any of its organizational documents.
Conflicts and Defaults. Neither the execution, delivery and performance by Seller or Lafarge S.A. of this Agreement or any of the Seller Other Agreements, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by Seller, Lafarge S.A. or Asset Acquiror with any of the provisions hereof or thereof will, except as set forth in Schedule 5.5, (a) violate, conflict with, or result in a breach of any provisions of, or constitute a default which, with notice or lapse of time or both, would constitute a default under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the properties or assets of Seller under any of the terms, conditions, or provisions of (i) its certificates of incorporation, or by-laws, or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument, obligation or arrangement to which Seller is a party or by which it may be bound or to which Seller or any of the properties or assets of Seller may be subject except where such violation would not have a Material Adverse Effect and except where the consent to the transfer or assignment thereof by a Person other than Seller is required (as described in Schedule 5.11) and such consent is not obtained on or before the Closing Date, or (b) violate any Law applicable to Lafarge S.A. or Seller, or any of their respective properties or assets except where such violation would not have a Material Adverse Effect.
Conflicts and Defaults. Except as set forth on Schedule 5.1(b), neither the execution and delivery of this Agreement and the other Transaction Documents by Seller nor the performance by Seller of the transactions contemplated hereby or thereby will (i) violate, conflict with, or constitute a default under any provision of Seller's certificate of incorporation or bylaws or any provisions of, or result in the acceleration of any obligation under, any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, or other instrument or agreement (including but not limited to the Contracts), or any Law (as hereinafter defined), relating to the US Delahaye Business or any of the Acquired Assets or by which Seller or any of the Acquired Assets are bound, (ii) result in the creation or imposition of any Lien or other claim in favor of any third Person against any of the Acquired Assets, (iii) constitute an event that, after notice or passage of time or both, would result in any such violation, conflict, default (except defaults that would not individually or in the aggregate have a material adverse effect), acceleration, or creation or imposition of any Lien or other claim or (iv) constitute an event that, after notice or passage of time or both, would create, or cause to be exercisable or enforceable, any option, agreement or right of any kind to purchase any of the Acquired Assets. Except as set forth on Schedule 1.3(a), no Consent will be required to be obtained or satisfied for the continued performance by Buyer following the Closing of any Assigned Contract.
Conflicts and Defaults. Neither the execution and delivery of this Agreement and other Transaction Documents by Buyer nor the performance by Buyer of its obligations hereunder and thereunder will (i) violate, conflict with, or constitute a default under, any provision of Buyer's memorandum and articles of association or any provisions of, or result in the acceleration of any obligation under, any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease or other instrument or agreement or any Law by which Buyer is bound or (ii) constitute an event that, after notice or passage of time or both, would result in any such violation, conflict, default (except defaults that would not individually or in the aggregate have a material adverse effect), acceleration, or creation or imposition of Liens or other claims. No Consents are required to be obtained by Buyer in connection with the execution and performance of this Agreement by Buyer and the consummation of the transactions contemplated by this Agreement.
Conflicts and Defaults. Neither the execution and delivery of this Agreement or the other documents and instruments to be executed and delivered by Seller pursuant hereto, nor the consummation by Seller of the transactions contemplated hereby or thereby (i) will violate any provision of the charter or by-laws of Seller, (ii) will, to Seller's knowledge, violate or be in conflict with any applicable law or any applicable judgment, decree, injunction or order of any Governmental Entity, or (iii) subject to obtaining the consents set forth on Schedule 3.3, will, to Seller's knowledge, violate or conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien, upon any of the assets of the Companies under, any term or provision of the charter or by-laws of the Companies or of any contract, commitment, understanding, arrangement, agreement, order, arbitration award, judgment, decree or restriction of any kind or character to which Seller is a party or by which Seller or any of its assets or properties may be bound or affected, other than violations, conflicts, defaults, termination, accelerations or Liens which would not have a material adverse effect on the Companies.
Conflicts and Defaults. Neither the execution and delivery of this Agreement or the other documents and instruments to be executed and delivered by Acquiror pursuant hereto, nor the consummation by Acquiror of the transactions contemplated hereby or thereby (i) will violate any provision of the articles of incorporation or code of regulations of Acquiror, (ii) will, to Acquiror's knowledge, violate or be in conflict with any applicable law or any applicable judgment, decree, injunction or order of any Governmental Entity, or (iii) will, to Acquiror's knowledge, violate or conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien, upon any of the assets of the Acquiror under, any term or provision of the charter or by-laws of the Acquiror or of any contract, commitment, understanding, arrangement, agreement, order, arbitration award, judgment, decree or restriction of any kind or character to which Acquiror is a party or by which Acquiror or any of its assets or properties may be bound or affected, other than violations or conflicts which would not have a material adverse effect on the Acquiror.
Conflicts and Defaults. Neither the execution and delivery of the Buyer Agreements by Buyer nor the performance by Buyer of the transactions contemplated hereby or thereby will violate or conflict with any of the terms of the Articles of Incorporation or Bylaws of Buyer or any provisions thereof.
