Contracts and Material Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by DSKX with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which DSKX is a party or by which DSKX or any of their respective assets or properties is bound; or (ii) any law, judgment, decree, order, statute, rule or regulation of any jurisdiction or governmental authority applicable to DSKX or any of its respective assets or properties, excluding from the foregoing clauses conflicts, violations or breaches which, either individually or in the aggregate, would not have a DSKX Material Adverse Effect or materially impair DSKX’s ability to consummate the transactions contemplated hereby or for which DSKX has received or, prior to the Share Exchange, shall have received appropriate consents or waivers.
Contracts and Material Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by MMAX and HLM Paymeon with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which MMAX or HLM Paymeon is a party or by which MMAX or HLM Paymeon or any of their respective assets or properties is bound; or (ii) any law, judgment, decree, order, statute, rule or regulation of any jurisdiction or governmental authority (a "Law") applicable to MMAX or any of its respective assets or properties, excluding from the foregoing clauses conflicts, violations or breaches which, either individually or in the aggregate, would not have a MMAX Material Adverse Effect or materially impair MMAX's ability to consummate the transactions contemplated hereby or for which MMAX or HLM Paymeon has received or, prior to the Merger, shall have received appropriate consents or waivers.
Contracts and Material Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by DMEXICO with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which DMEXICO is a party, or by which DMEXICO or any of its assets or properties is bound; or (ii) subject to the requisite approval of DMEXICO’s stockholders, any law applicable to DMEXICO or any of its respective assets or properties, excluding from the foregoing clauses conflicts, violations or breaches which, either individually or in the aggregate, would not have a DMEXICO Material Adverse Effect or materially impair DMEXICO’s ability to consummate the transactions contemplated hereby. (c)
Contracts and Material Agreements. All material contracts and agreements, written or oral, to which any of the Subsidiaries is a party or by which any of their assets are bound, including the Contracts (the “Material Agreements”), have been disclosed to the Buyer. No other contracts will be entered into by any of the Subsidiaries prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld).
(a) Each of the Material Agreements is a valid and binding agreement of the applicable Subsidiary enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court, and to the knowledge of the Sellers, each of the Material Agreements is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
(b) Each of the Subsidiaries has fulfilled all material obligations required pursuant to its Material Agreements to have been performed by it prior to the date hereof and has not waived any material rights thereunder; and
(c) There has not occurred any material default on the part of any Subsidiary under any of the Material Agreements, or to the knowledge of the Sellers, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any Subsidiary under any of the Material Agreements nor, to the knowledge of the Sellers, has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Material Agreements.
Contracts and Material Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by HP with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which HP is a party, or by which HP or any of its assets or properties is bound; or
Contracts and Material Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by BCP and NEWCO with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which BCP or NEWCO is a party or by which BCP, NEWCO or any of their respective assets or properties is bound; or (ii) subject to the requisite approval of BCP's stockholders, any law, judgment, decree, order, statute, rule or regulation of any jurisdiction or governmental authority (a "Law") applicable to BCP or NEWCO or any of their respective assets or properties, excluding from the foregoing clauses conflicts, violations or breaches which, either individually or in the aggregate, would not have an BCP Material Adverse Effect or materially impair BCP's or NEWCO's ability to consummate the transactions contemplated hereby or for which BCP or NEWCO has received or, prior to the Merger, shall have received appropriate consents or waivers.
Contracts and Material Agreements. Except as set forth on Schedule 4.05(b) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by WiFiMed with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which WiFiMed is a party, or by which WiFiMed or any of its assets or properties is bound; or (ii) subject to the requisite approval of WiFiMed's stockholders, any Law applicable to WiFiMed or any of its respective assets or properties, excluding from the foregoing clauses conflicts, violations or breaches which, either individually or in the aggregate, would not have a WiFiMed Material Adverse Effect or materially impair WiFiMed's ability to consummate the transactions contemplated hereby.
Contracts and Material Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by HP with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which HP is a party, or by which HP or any of its assets or properties is bound; or (ii) subject to the requisite approval of HP's Unitholders, any Law applicable to HP or any of its respective assets or properties, excluding from the foregoing clauses conflicts, violations or breaches which, either individually or in the aggregate, would not have a HP Material Adverse Effect or materially impair HP's ability to consummate the transactions contemplated hereby.
Contracts and Material Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mera with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which Mera is a party or by which Mera or any of their respective assets or properties is bound; or (ii) any law, judgment, decree, order, statute, rule or regulation of any jurisdiction or governmental authority (a “Law”) applicable to Mera or any of its respective assets or properties, excluding from the foregoing clauses conflicts, violations or breaches which, either individually or in the aggregate, would not have a Mera Material Adverse Effect or materially impair Mera’s ability to consummate the transactions contemplated hereby or for which Mera has received or, prior to the Share Exchange, shall have received appropriate consents or waivers.
Contracts and Material Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by VFC with any of the provisions hereof conflicts with, violates or results in any breach of (i) any contract, agreement, instrument or understanding to which VFC is a party, or by which VFC or any of its assets or properties is bound; or (ii) subject to the requisite approval of VFC’s stockholders, any Law applicable to VFC or any of its respective assets or properties, excluding from the foregoing clauses conflicts, violations or breaches which, either individually or in the aggregate, would not have a VFC Material Adverse Effect or materially impair VFC’s ability to consummate the transactions contemplated hereby.
