Common use of Conflicts; Defaults Clause in Contracts

Conflicts; Defaults. Neither the execution and delivery of this Agreement and the other agreements and instruments executed or to be executed in connection herewith by Transferor, nor the performance by Transferor of the transactions contemplated hereby or thereby, will (i) violate, conflict with, or constitute a default under, any of the terms of Transferor's Articles of Incorporation or By-Laws, 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, without limitation, the Contracts, or any order, judgment or decree, relating to the Plant or the Acquired Assets, or by which Transferor or the Acquired Assets are bound, (ii) result in the creation or imposition of any Liens or Claims in favor of any third Person or entity upon any of the Acquired Assets, (iii) violate any law, statute, judgment, decree, order, rule or regulation of any Governmental Authority, (iv) constitute an event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claims, (v) constitute an event which, 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 5.1(d), no consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Transferee following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. Transferor is not in violation of or in default under its Articles of Incorporation or Bylaws, or any provision of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Plant or the Acquired Assets, or by which Transferor or the Acquired Assets is bound, or in the payment of any of Transferor's monetary obligations or debts relating to the Plant, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default.

Conflicts; Defaults. Neither the execution and delivery of this Agreement and the other agreements and instruments executed or to be executed in connection herewith by Transferor, nor the performance by Transferor of the transactions contemplated hereby or thereby, will (i) violate, conflict with, or constitute a default under, any of the terms of Transferor's Articles of Incorporation or By-Laws, 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, without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor or the Acquired Assets are bound, (ii) result in the creation or imposition of any Liens or Claims in favor of any third Person or entity upon any of the Acquired Assets, (iii) violate any lawLaw, statute, judgment, decree, order, rule or regulation of any Governmental Authority, (iv) constitute an event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claims, (v) constitute an event which, 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 5.1(d)otherwise provided herein or in the Schedule, no consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Transferee following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. Transferor is not in violation of or in default under its Articles of Incorporation or Bylaws, or any provision of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor or the Acquired Assets is bound, or in the payment of any of Transferor's monetary obligations or debts relating to the PlantBusiness, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default.

Conflicts; Defaults. (i) Neither the execution and delivery of this Agreement and the other agreements and instruments executed or to be executed in connection herewith by TransferorSeller or Stockholders, nor the performance by Transferor Seller or Stockholders of the transactions contemplated hereby or thereby, will (iA) violate, conflict with, or constitute a default under, any of the terms of TransferorSeller's Articles Certificate of Incorporation Incorporation, or By-LawsSeller's 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, without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor Seller or the Acquired Assets are bound, (iiB) result in the creation or imposition of any Liens or Claims claims in favor of any third Person or entity upon any of the Acquired Assets, (iiiC) violate any law, statute, judgment, decree, order, rule or regulation of any Governmental Authority, (ivD) constitute an event which, after notice or lapse of or time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claimsclaims, or (vE) constitute an event which, after notice or of 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 5.1(d), no No consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Transferee Buyer following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. Transferor . (ii) Seller is not in violation of or in default under its Articles Certificate of Incorporation or Bylaws, . (iii) Seller is not in violation of or any provision in default of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Plant or the Acquired Assets, or by which Transferor or the Acquired Assets is bound, or in the payment of any of TransferorSeller's monetary obligations or debts relating to the PlantBusiness, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default. (iv) Seller is not in violation of or in default of any order, judgment or decree, relating to the Business or the Acquired Assets, or by which Seller or the Acquired Assets is bound.

Conflicts; Defaults. Neither the execution and delivery of this Agreement and the other agreements and instruments executed or to be executed in connection herewith by Transferorany Seller, nor the performance by Transferor Sellers of the transactions contemplated hereby or thereby, will (i) violate, conflict with, or constitute a default under, any of the terms of Transferorany Company's Articles of Incorporation or By-Laws, (ii) except for any default arising solely from the failure to obtain any Consent other than any Required Consent, violate, conflict with, or constitute a default under any provisions of, or result in the acceleration of any obligation under, (x) the Contracts, (y) any order, judgment or decree, relating to the Business or the Acquired Assets, or by which any Company or the Acquired Assets are bound, or (z) any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including, without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor any Company or the Acquired Assets are bound, which violation, conflict, default or acceleration described in this clause (iiz) would result in a Material Adverse Effect upon the Companies, taken as a whole, (iii) result in the creation or imposition of any Liens or Claims restrictions, liens, encumbrances, claims (including any "adverse claim" as such term is defined in the Uniform Commercial Code), options, calls, pledges, trusts and other commitments, agreements or arrangements (collectively, "Claims") in favor of any third Person or entity upon any of the Acquired Assets, (iiiiv) violate any law, statute, judgment, decree, order, rule or regulation of any Governmental Authority, (ivv) constitute an event which, after notice or lapse of or time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claims, (vvi) constitute an event which, after notice or of 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 in the Schedule 5.1(d)entitled "Assignment and Consents", no consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Transferee Buyer following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. Transferor No Company is not in violation of or in default under its Articles of Incorporation or Bylaws, . No Company is in violation of or in default under or any provision of (x) the Contracts, (y) any order, judgment or decree, relating to the Business, or the Acquired Assets, or by which any Company, or the Acquired Assets are bound, or (z) any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor Sellers or the Acquired Assets is boundbound described in this clause (z), which violation or default would result in a Material Adverse Effect upon the Companies, taken as a whole, or in the payment of any of Transferor's monetary obligations or debts relating to the PlantBusiness, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default.

Conflicts; Defaults. Neither the execution and delivery of this Agreement and the other agreements and instruments executed or to be executed in connection herewith by Transferor, nor the performance by Transferor of the transactions contemplated hereby or thereby, will (i) violate, conflict with, or constitute a default under, any of the terms of Transferor's Articles of Incorporation or By-Laws, 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, without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor or the Acquired Assets are bound, (ii) result in the creation or imposition of any Liens or Claims in favor of any third Person or entity upon any of the Acquired Assets, (iii) violate any law, statute, judgment, decree, order, rule or regulation of any Governmental Authority, (iv) constitute an event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claims, (v) constitute an event which, 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 5.1(d), no consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Transferee following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. Transferor is not in violation of or in default under its Articles of Incorporation or Bylaws, or any provision of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor or the Acquired Assets is bound, or in the payment of any of Transferor's monetary obligations or debts relating to the PlantBusiness, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default.

Conflicts; Defaults. Neither the execution and delivery of this ------------------- Agreement and the other agreements and instruments executed or to be executed in connection herewith by Transferor, nor the performance by Transferor of the transactions contemplated hereby or thereby, will (i) violate, conflict with, or constitute a default under, any of the terms of Transferor's Articles of Incorporation or By-Laws, 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, without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor or the Acquired Assets are bound, (ii) result in the creation or imposition of any Liens or Claims in favor of any third Person or entity upon any of the Acquired Assets, (iii) violate any lawLaw, statute, judgment, decree, order, rule or regulation of any Governmental Authority, (iv) constitute an event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claims, (v) constitute an event which, 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 5.1(d)otherwise provided herein or in the Schedule, no consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Transferee following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. Transferor is not in violation of or in default under its Articles of Incorporation or Bylaws, or any provision of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor or the Acquired Assets is bound, or in the payment of any of Transferor's monetary obligations or debts relating to the PlantBusiness, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default.

Conflicts; Defaults. Neither Except as set forth on Schedule 5.1(c), neither the execution and delivery of this Agreement and the other agreements and instruments executed or to be executed in connection herewith by Transferorany Seller, nor the performance by Transferor any Seller of the transactions contemplated hereby or thereby, will (i) violate, conflict with, or constitute a default under, any of the terms of Transferorany Seller's Certificate or Articles of Incorporation or By-LawsIncorporation, Bylaws, or violate or conflict with in any material respect or constitute a material default under 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, without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor any Seller or the Acquired Assets are bound, (ii) result in the creation or imposition of any Liens or Claims in favor of any third Person or entity upon any of the Acquired Assets, (iii) violate any law, statute, judgment, decree, order, rule or regulation of any Governmental AuthorityLaw, (iv) constitute an event whichthat, after notice or lapse of or time or both, would result in such a material violation, conflict, default, acceleration, or creation or imposition of Liens a Lien, or Claims, (v) constitute an event whichthat, after notice or of 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 5.1(d5.1(c), no consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Transferee Buyer following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. Transferor No Seller is not in violation of or in default under its Certificate or Articles of Incorporation or Bylaws. Except as set forth on Schedule 5.1(c), no Seller is in violation in any material respect of or in material breach of any provision of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor any Seller or the Acquired Assets is bound, or in the payment of any of TransferorSeller's monetary obligations or debts relating to the PlantBusiness, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default.

Conflicts; Defaults. Neither the execution and delivery of this Agreement and the other agreements and instruments executed or to be executed in connection herewith by Transferor, nor the performance by Transferor of the transactions contemplated hereby or thereby, will (i) violate, conflict with, or constitute a default under, any of the terms of Transferor's ’s Articles of Incorporation or By-Laws, 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, without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor or the Acquired Assets are bound, (ii) result in the creation or imposition of any Liens or Claims in favor of any third Person or entity upon any of the Acquired Assets, (iii) violate any lawLaw, statute, judgment, decree, order, rule or regulation of any Governmental Authority, (iv) constitute an event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claims, (v) constitute an event which, 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 5.1(d)otherwise provided herein or in the Schedule, no consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Transferee following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. Transferor is not in violation of or in default under its Articles of Incorporation or Bylaws, or any provision of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Plant Business or the Acquired Assets, or by which Transferor or the Acquired Assets is bound, or in the payment of any of Transferor's ’s monetary obligations or debts relating to the PlantBusiness, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default.