Conflicts; Consents; Defaults Sample Clauses

Conflicts; Consents; Defaults. Except as may be set forth in the Disclosure Schedule, neither the execution and delivery of this Agreement by Seller nor the consummation of the Transactions will (i) conflict with, result in the breach of, constitute a default under or accelerate the performance required by, any order, law, regulation, contract, instrument or commitment to which Seller is a party or by which it is bound, which breach or default would have a Material Adverse Effect on Seller, (ii) violate the charter (the “Articles”) or bylaws of Seller, (iii) require any consent, approval, authorization or filing under any law, regulation, judgment, order, writ, decree, permit, license or agreement to which Seller is a party, or (iv) require the consent or approval of any other party to any material contract, instrument or commitment to which Seller is a party, in each case other than any required approvals of this Agreement and the Transactions by the Regulators, Holding Companies, as shareholders, and the shareholders of Top-Tier Holding Company.
Sample 1
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Conflicts; Consents; Defaults. Neither the execution and delivery of this Agreement by Seller nor the consummation of the Transactions will (i) conflict with, result in the breach of, constitute a default under or accelerate the performance required by, any Order or Law applicable to Holding Company or the Seller or, to which Seller or Holding Company is a party or by which it is bound, (ii) contravene or conflict with or violate the Charter Documents of Seller or Holding Company, (iii) require any consent, approval, authorization or filing under any Law or Order to which Seller is a party, (iv) require the consent, notice to or approval of any Person, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any contract, agreements, licenses, notes, bonds, mortgages, indentures, leases, instrument or commitment to which Seller or Holding Company is a party, except where under this (iv) it would not have a Material Adverse Effect on the Seller, or (v) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Seller.
Sample 1
Conflicts; Consents; Defaults. Except as may be set forth in the Disclosure Schedule, neither the execution and delivery of this Agreement by Seller and AM TRU nor the consummation of the Transactions will (i) conflict with, result in the breach of, constitute a default under or accelerate the performance required by, any order, law, regulation, contract, instrument or commitment to which Seller or AM TRU is a party or by which it is bound, which breach or default would have a Material Adverse Effect on Seller, (ii) violate the charter or bylaws of Seller or AM TRU, (iii) require any consent, approval, authorization or filing under any law, regulation, judgment, order, writ, decree, permit, license or agreement to which Seller or AM TRU is a party, or (iv) require the consent or approval of any other party to any material contract, instrument or commitment to which Seller or AM TRU is a party, in each case other than any required OCC approval of the Transactions and the approval by AM TRU’s shareholders of this Agreement and the Transactions.
Sample 1
Conflicts; Consents; Defaults. Except as may be set forth in the Disclosure Schedule, neither the execution and delivery of this Agreement by Seller nor the consummation of the Transactions will (i) conflict with, result in the breach of, constitute a default under or accelerate the performance required by, any order, law, regulation, contract, instrument or commitment to which Seller is a party or by which it is bound, (ii) violate the articles of incorporation or bylaws of Seller, (iii) require any consent, approval, authorization or filing under any law, regulation, judgment, order, writ, decree, permit, license or agreement to which Seller is a party other than any required regulatory approvals of the OTS or any other Governmental Authority.
Sample 1
Conflicts; Consents; Defaults. Neither the execution and delivery of this Agreement by Seller nor the consummation of the Transactions will (a) conflict with, result in the breach of, constitute a default under or accelerate the performance required by, any order, Law, contract, instrument or commitment to which Seller is a party or by which it is bound, which breach or default would have a Material Adverse Effect on Seller, (b) violate the Articles of Incorporation (the “Articles”) or bylaws of Seller, (c) require any consent, approval, authorization or filing under any Law, judgment, order, writ, decree, permit, license or agreement to which Seller is a party, or (d) require the consent or approval of any other party to any material contract, instrument or commitment to which Seller is a party, in each case other than any required approvals of this Agreement and the Transactions by the Regulators and the shareholders of Seller.
Sample 1

Related to Conflicts; Consents; Defaults

  • Consents Defaults (i) GOVERNMENTAL AND THIRD PARTY APPROVALS. All necessary approvals, authorizations and consents, if any be required, of any Person and of all Governmental Authorities and courts having jurisdiction with respect to the transactions contemplated by this Agreement and the other Loan Documents shall have been obtained.

  • Conflicts; Defaults The execution and delivery of this Agreement by the Company and the performance by the Company of the transactions and obligations contemplated hereby to be performed by it will not (i) materially violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate of Incorporation, the bylaws, or any provisions of, or result in the acceleration of any obligation under, any material contract, note, debt instrument, security agreement, or other instrument to which the Company is a party or by which the Company, or any of their assets is bound (collectively, the “Material Agreements”); (ii) result in the creation or imposition of any Liens or claims upon the Company’s assets or upon the Company’s Common Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2, constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the Company; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation of its Certificate of Incorporation or bylaws.

  • No Conflicts; Consents The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

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