Common use of Default; Violations or Restrictions Clause in Contracts

Default; Violations or Restrictions. The Seller is not in material default under, nor to the Seller's best knowledge, has any event occurred which, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it is bound, relating to the Assets. Except as declared in Schedule 6(A)(f), the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by the Seller pursuant hereto, and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, result in any material violation of any provision of or result in the material breach of, modification of, acceleration of the maturity of obligations, or constitute a default, or give rise to any right of termination, cancellation or acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the Seller, as such relates to the Assets, under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which the Seller is a party or by which it may be bound, or require any consent, approval or notice under any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cpi Aerostructures Inc)

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Default; Violations or Restrictions. The Seller is not in material default under, nor to the Seller's best knowledge, has any event occurred which, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it is bound, relating to the Assets. Except as declared in Schedule 6(A)(f), the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered Other Agreement by the Seller pursuant heretoCorporation, and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, would) (A) result in the breach of any material violation term or provision of the Certificate of Incorporation or By-laws of the Corporation; or (B) violate any provision of or result in the material breach of, modification of, acceleration of the maturity of obligations, or constitute a default, or give rise to any right of termination, cancellation or acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the Seller, as such relates to the Assets, default under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal applicable to the Corporation (other than such violations, breaches or defaults that would not result in a material adverse effect on the Corporation); or (C) except as set forth in Schedule 4(b)(xiii), violate any provision of or result in the breach of, modification of, acceleration of the maturity of obligations under, or constitute a default, or give rise to any right of termination, cancellation, acceleration or otherwise be in conflict with or result in a loss of material contractual benefits to the Corporation under any of the terms, conditions or provisions of any contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by to which the Seller Corporation is a party or by which it may be boundis bound (other than such violations, breaches, modifications, defaults or conflicts that would not result in a material adverse effect on the Corporation); or (D) except as set forth in Schedule 4(b)(xiii), require any consent, approval or notice under any such law, rule or decree, document or instrumentinstrument (other than where the failure to obtain such consent or approval, or give such notice, would not result in a material adverse effect on the Corporation); or (E) except as set forth in Schedule 4(b)(xiii), result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the AssetsCorporation’s assets (other than such liens, claims, restrictions, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the Corporation).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Andover Medical, Inc.)

Default; Violations or Restrictions. The Neither Seller is not in material default ----------------------------------- under, nor to the Seller's best knowledge, has any event occurred which, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it is bound, relating to the Assets. Except as declared in Schedule 6(A)(f6(f), the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by the Seller Sellers pursuant hereto, and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, result in any material violation of would) violate any provision of or result in the material breach of, modification of, acceleration of the maturity of obligationsobligations under, or constitute a default, or give rise to any right of termination, cancellation or acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the SellerSellers, as such relates to the Assets, under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which the a Seller is a party or by which it may be bound, or require any consent, approval or notice under the laws of any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agribiotech Inc)

Default; Violations or Restrictions. The Seller is not in material default under, nor to the Seller's best knowledge, has any event occurred which, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it is bound, relating to the Assets. Except as declared disclosed in Schedule 6(A)(f7(e), the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by the Seller pursuant hereto, and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, result in any material violation of would) violate any provision of or result in the material breach of, modification of, acceleration of the maturity of obligationsobligations under, or constitute a default, or give rise to any right of termination, cancellation or acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the Seller, as such relates to the Assets, under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which the Seller is a party or by which it may be bound, or require any consent, approval or notice under the laws of any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Consolidation Services Inc)

Default; Violations or Restrictions. The Seller is not in material default ----------------------------------- under, nor to the Seller's best knowledge, has any event occurred which, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it is bound, relating to the Assets. Except as declared disclosed in Schedule 6(A)(fSCHEDULE 7(g), the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by the Seller pursuant hereto, and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, result in any material violation of would) violate any provision of or result in the material breach of, modification of, acceleration of the maturity of obligationsobligations under, or constitute a default, or give rise to any right of termination, cancellation or acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the Seller, as such relates to the Assets, under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which the Seller is a party or by which it may be bound, or require any consent, approval or notice under the laws of any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agribiotech Inc)

Default; Violations or Restrictions. The Seller Xxxxxx is not in material default ----------------------------------- under, nor to the Seller's best knowledge, of Xxxxxx'x knowledge has any event occurred whichthat, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it Xxxxxx is bound, relating to the Assets. Except as declared in Schedule 6(A)(f)To the best of Xxxxxx'x knowledge, the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by the Seller Xxxxxx pursuant hereto, and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, result in any material violation of would) violate any provision of or result in the material breach of, modification of, acceleration of the maturity of obligationsobligations under, or constitute a default, or give rise to any right of termination, cancellation or acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the SellerCompanies, as such relates to the Assets, under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which the Seller is Companies are a party or by which it they may be bound, or require any consent, approval or notice under the laws of any such document or instrument; , or result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the Assets, other than the Nations Bank Security Deed, which Xxxxxx shall pay in full from the proceeds of the sale of the Assets, at the time of Closing on the sale of the Assets.

Appears in 1 contract

Samples: Purchase Agreement (Agribiotech Inc)

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Default; Violations or Restrictions. The Neither Seller is not in material default ----------------------------------- under, nor to the Seller's best knowledge, has any event occurred which, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it is bound, relating to the Assets. Except as declared in Schedule 6(A)(f7(g), the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by the Seller Sellers pursuant hereto, and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, result in any material violation of would) violate any provision of or result in the material breach of, modification of, acceleration of the maturity of obligationsobligations under, or constitute a default, or give rise to any right of termination, cancellation or acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the SellerSellers, as such relates to the Assets, under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any material contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which the a Seller is a party or by which it may be bound, or require any consent, approval or notice under the laws of any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agribiotech Inc)

Default; Violations or Restrictions. The Seller is not in material default under, nor to the Seller's best knowledge, has any event occurred which, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it is bound, relating to the Assets. Except as declared disclosed in Schedule 6(A)(f7(m), the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by the Seller pursuant hereto, and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, result in any material violation of would) violate any provision of or result in the material breach of, modification of, acceleration of the maturity of obligationsobligations under, or constitute a default, or give rise to any right of termination, cancellation or acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the Seller, as such relates to the Assets, under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which the Seller is a party or by which it may be bound, or require any consent, approval or notice under the laws of any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Surge Components Inc)

Default; Violations or Restrictions. The Seller is not in material default under, nor to the Seller's best knowledge, has any event occurred which, with the lapse of time or action by a third party, could result in a material default under any outstanding note, indenture, mortgage, contract or agreement to which it is bound, relating to the Assets. Except as declared set forth in Schedule 6(A)(f----------------------------------- 4(m), the execution, delivery and performance of this Agreement and of any agreement to be executed and delivered by the Seller pursuant hereto, Companies in connection with the transactions contemplated hereby and the consummation of any of the transactions contemplated hereby or thereby will not (or with the giving of notice or the lapse of time or both would not), to the Seller's best knowledge, would) result in the breach of any material violation term or provision of the Articles of Incorporation or by-laws of GSC or Seedco, or the Certificate of Limited Partnership of Green Seed, or violate any provision of or result in the material breach of, modification of, acceleration of the maturity of obligationsobligations under, or constitute a default, or give rise to any right of termination, cancellation or cancellation, acceleration or otherwise be in material conflict with or result in a loss of material contractual benefits to the Seller, as such relates to the AssetsCompanies, under any law, order, writ, injunction, decree, statute, rule or regulation of any court, governmental agency or arbitration tribunal or any of the terms, conditions or provisions of any contract, lease, note, bond, mortgage, deed of trust, indenture, license, security agreement, agreement or other instrument or obligation by which the Companies or the Seller is are a party or by which it any of them may be bound, or require any consent, approval or notice under any law, rule or decree or any such document or instrument; or result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the AssetsCompanies' assets or interfere with or otherwise adversely affect the ability to carry on the business of the Companies after the Closing Date on substantially the same basis as it is now conducted by the Companies.

Appears in 1 contract

Samples: Purchase Agreement (Agribiotech Inc)

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