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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rclc, Inc.), Asset Purchase Agreement (Rclc, Inc.)
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 Neither the execution and delivery of this Agreement, the consummation by Buyer of the transactions contemplated hereby nor compliance by Parent and Aviation 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 assets of Buyer or any of its subsidiaries pursuant to, any of the terms, conditions or provisions of (A1) the respective certificate Certificate of incorporation Formation or by-laws Operating Agreement of Parent and Aviation, Buyer or (B2) any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement, agreement or any other material instrument or obligation to which either Parent Buyer or Aviation any of its subsidiaries is a party, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent Buyer or Aviation any of its subsidiaries or any of their respective assets or properties properties, or (iii) require the consent, approval, permission or other authorization of any court, arbitrator or governmental, administrative 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, authorizations the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on the AssetsBuyer and its subsidiaries, the business of Aviation taken as a whole, or on the ability of Parent and Aviation Buyer to consummate the transactions contemplated hereby in accordance with the terms hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rclc, Inc.), Asset Purchase Agreement (Rclc, Inc.)
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.
Appears in 1 contract