Except as Previously Disclosed Sample Clauses
Except as Previously Disclosed neither the execution and delivery of this Agreement, nor consummation of the transactions contemplated hereby, nor compliance by Sandwich with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Organization or Bylaws of Sandwich or the equivalent documents of any Sandwich Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Sandwich or any Sandwich Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Sandwich or any Sandwich Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sandwich or any Sandwich Subsidiary.
Except as Previously Disclosed. (i) all deficiencies asserted or assessments made as a result of any examinations by any taxing authority of the Tax Returns of or covering or including ABD or any of its subsidiaries have been fully paid, and to the best of ABD's knowledge there are no other audits or investigations by any taxing authority in progress, nor has ABD or any of its subsidiaries received any notice from any taxing authority that it intends to conduct such an audit or investigation; (ii) no requests for a ruling or a determination letter are pending with any taxing authority; and (iii) no issue has been raised in writing by any taxing authority in any current or prior examination which, by application of the same or similar principles, would reasonably be expected to result in a proposed deficiency against ABD or any of its subsidiaries for any subsequent taxable period that would be material.
Except as Previously Disclosed. (i) since January 1, 1996 there has not occurred or been threatened any strikes, slow downs, picketing, work stoppages, concerted refusals to work or other similar labor activities with respect to employees employed by SRH or any Subsidiary and (ii) no material grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement is pending or threatened.
Except as Previously Disclosed. SouthTrust hereby represents and warrants to Wachovia, and Wachovia hereby represents and warrants to SouthTrust, to the extent applicable, as follows: