Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate or conflict with any provision of the Certificate of Incorporation or By-Laws of the Company or any agreement, instrument, judgment, decree, statute or regulation applicable to the Company or any assets or properties of the Company, (ii) violate any material order, writ, injunction, decree, statute rule or regulation applicable to the Company or any material assets or properties of the Company or (iii) except as set forth in the Credit Agreement, dated as of September 2, 1993, as amended, among the Company, the banks signatory thereto, and NBD Bank (formerly, NBD Bank, N.A.), as Agent (the "Credit Agreement") require any material consent, approval, permission or other authorization of or by, or any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in the Company's filings pursuant to the federal securities laws and the rules of the New York Stock Exchange.
Consents, No Conflicts, Etc. Except as set forth on Schedule A or as otherwise contemplated by this Agreement, including the requirement of Bankruptcy Court approval, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor compliance by Parent and Aviation with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate, conflict with, result in a breach of, constitute a default under, or result in the creation of any Encumbrances upon the Assets pursuant to, any of the terms, conditions or provisions of (A) the respective certificate of incorporation or by-laws of Parent and Aviation, or (B) any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement, or any other material instrument or obligation to which either Parent or Aviation is a party, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Aviation or any of their respective assets or properties or (iii) require the consent, approval, permission or other authorization of any court, arbitrator or governmental, administrative or self-regulatory authority or any other person or entity, except for violations, conflicts or defaults which would not, or consents, approvals, permissions or authorizations, the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on the Assets, the business of Aviation or the ability of Parent and Aviation to consummate the transactions contemplated hereby in accordance with the terms hereof.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Masco of the transactions contemplated by this Agreement nor compliance by Masco with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate or conflict with any provision of the organizational documents of Masco or any agreement, instrument, judgment, decree, statute or regulation applicable to Masco or any assets or properties of Masco, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Masco or any material assets or properties of Masco or (iii) require Masco to obtain any material consent, approval, permission or other authorization of or by, or to make any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in Masco's filings pursuant to the federal securities laws.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Buyer of the transactions contemplated herein nor compliance by Buyer with any of the provisions hereof will (i) violate or conflict with any provision of the Certificate of Incorporation or By-laws of Buyer, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its assets or properties, or (iii) require the consent, approval, permission or other authorization of or by or filing or qualification with any court, arbitrator or governmental, administrative, or self-regulatory authority which has not been obtained, and any such actions to be taken by Seller or the Company.
Consents, No Conflicts, Etc. Neither Purchaser’s execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor compliance by Purchaser with any of the provisions hereof will (a) violate or conflict with any provisions of any organizational documents of Purchaser, (b) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its assets or properties, (c) require the consent, approval, permission or other authorization of or by or filing or qualification with any court, arbitrator or governmental, administrative, or self-regulatory authority that has not been obtained or (d) violate or conflict with any agreements to which Purchaser is a party.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Manoogian of the transactions xxxxxxxxated by this Agreement nor compliance by Manoogian with any of the proxxxxxxx xereof will (with or without the giving of notice or the passage of time) at the time of delivery of the Repurchased Stock (i) violate or conflict with any agreement, instrument, judgment or decree applicable to Manoogian or any assets or prxxxxxxxx of Manoogian, (ii) violate any mxxxxxxx xrder, writ, injunction, decree, statute, rule or regulation applicable to Manoogian or any material assxxx xx xxoperties of Manoogian or (iii) require Maxxxxxxx xo obtain any materxxx xxxxxnt, approval, permission or other authorization of or by, or to make any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in Manoogian's filings pursuant xx xxx xxxxral securities laws.
Consents, No Conflicts, Etc. Neither the execution and --------------------------- delivery of this Agreement, the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate, conflict with, result in a breach of, constitute a default under, or result in the creation of any Encumbrances upon the assets of Buyer or any of its subsidiaries pursuant to, any of the terms, conditions or provisions of (1) the certificate of formation of Buyer or (2) any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement or any other material instrument or obligation to which Buyer or any of its subsidiaries is a party, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its subsidiaries or any of their respective assets or properties, or (iii) require the consent, approval, permission or other authorization of any court, arbitrator or governmental, administrative, or self-regulatory authority or any other person or entity; except for violations, conflicts or defaults which would not, or consents, approvals, permissions or authorizations the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on Buyer and its subsidiaries, taken as a whole, or on the ability of Buyer to consummate the transactions contemplated hereby in accordance with the terms hereof
Consents, No Conflicts, Etc. Except as disclosed on Schedule 4(a) hereto, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor compliance by Sellers or the Company with any of the provisions hereof will (i) violate or conflict with the Articles of Incorporation or Bylaws of the Company, (ii) violate, conflict with, result in a breach of, constitute a default (or an event which with the giving of notice or lapse of time or both would constitute a default) under, or result in the acceleration of performance under, or termination or cancellation of, any note, bond, mortgage, indenture, lease, deed of trust, license, agreement, or any other instrument or obligation to which the Company is a party, or by which the Company or any of its assets or properties may be bound or affected, (iii) result in the creation of any Encumbrance upon the Shares or any of the capital stock, assets or properties of the Company, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, or any of its assets or properties, (v) require the Company to obtain the consent, approval, permission or other authorization of or qualification or filing by or with any court, arbitrator or governmental, administrative, regulatory or self-regulatory authority or (vi) adversely affect any Permit (as defined below) that is required for the conduct of the business of the Company or that is required of any employee or agent of the Company to enable him to carry out his duties on behalf of the Company pursuant to the terms of any such Permit.
Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement or the Post-Closing Escrow Agreement, the consummation by Buyer of the transactions contemplated herein nor compliance by Buyer with any of the provisions hereof or thereof will (i) violate or conflict with any provision of the Certificate of Incorporation or By-laws of Buyer; (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its assets or properties; or (iii) require the consent, approval, permission or other authorization of or by or filing or qualification with any court, arbitrator or governmental, administrative, or self-regulatory authority or any Person which has not been obtained (other than as may be required to be obtained by Sellers or the Company).
Consents, No Conflicts, Etc. Except pursuant to the Members Agreement or the Articles, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, nor compliance with any of the provisions of this Agreement will (with or without the giving of notice or the passage of time) (i) violate, conflict with, result in a breach of, constitute a default under, or result in the creation of any Liens upon the Shares pursuant to any of the terms, conditions or provisions of (x) the certificate of incorporation, bylaws or other organizational documents of Seller, or (y) any note, bond, mortgage, indenture, deed of trust, lease, license, agreement, or any other instrument or obligation to which Seller is a party, or by which Seller or any of its assets or properties may be bound or affected, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any of its assets or properties of which Seller should reasonably have knowledge, or (iii) require the consent, approval, permission or other authorization of or by or qualification with any court, arbitrator or governmental, administrative or self-regulatory authority or any other Person of which Seller should reasonably have knowledge.
