Common use of Consents, No Conflicts, Etc Clause in Contracts

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 or Operating Agreement 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Rclc, Inc.), Asset Purchase Agreement (Rclc, Inc.)

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Consents, No Conflicts, Etc. Neither 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 by Buyer of the transactions contemplated hereby nor compliance by Buyer 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 of Buyer or any of its subsidiaries Assets pursuant to, any of the terms, conditions or provisions of (1A) the Certificate respective certificate of Formation incorporation or Operating Agreement by-laws of Buyer Parent and Aviation, or (2B) any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement agreement, or any other material instrument or obligation to which Buyer either Parent or any of its subsidiaries Aviation is a party, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Parent or any of its subsidiaries Aviation 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 Buyer and its subsidiariesthe Assets, taken as a whole, the business of Aviation or on the ability of Buyer 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.)

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Consents, No Conflicts, Etc. Neither Except as contemplated by --------------------------- this Agreement, neither the execution and delivery of this Agreement, the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer 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 of Buyer or any of its subsidiaries Assets pursuant to, any of the terms, conditions or provisions of (1A) the Certificate respective certificate of Formation incorporation or Operating Agreement by-laws of Buyer Parent and Aviation, or (2B) any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement agreement, or any other material instrument or obligation to which Buyer either Parent or any of its subsidiaries Aviation is a party, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Parent or any of its subsidiaries Aviation 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 Buyer and its subsidiariesthe Assets, taken as a whole, the business of Aviation or on the ability of Buyer Parent and Aviation to consummate the transactions contemplated hereby in accordance with the terms hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ronson Corp)

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