No Breach, Conflict. Subject to obtaining the consents and waivers set forth in Schedule 10.11, the execution, delivery and performance of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby and the compliance by Buyer with any of the provisions hereof and thereof does not and will not (a) violate or conflict with, or result in a breach of, any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the assets or properties of Buyer or any of its Affiliates under any of the terms, conditions or provisions of the Organizational Documents of Buyer or any of its Affiliates or under any contract or agreement to which Buyer or any of its Affiliates is a party, or by which any of their respective properties or assets is otherwise bound, or (b) violate any applicable Law to which Buyer or any of its Affiliates is subject, or by which Buyer or any of its Affiliates or their respective assets or properties may be bound, except in each case where such violation, conflict, breach, default, termination or acceleration or Lien would not have a material adverse effect on the ability of Buyer to perform its obligations hereunder and to consummate the transactions contemplated hereby.
No Breach, Conflict. Subject to obtaining the consents and waivers referred to in Section 9.12(a), the execution, delivery and performance of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby and the compliance by Seller and Guarantor with the provisions hereof and thereof do not and will not (i) violate or conflict with, or result in a breach of, any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or result in the creation of any Lien upon the Acquired Assets under any of the terms, conditions or provisions of, the Organizational Documents of Seller or under any Contract or agreement to which Seller is a party, or by which the Acquired Assets are otherwise bound, or (ii) violate any applicable Law to which Seller or Guarantor is subject, or by which Seller, Guarantor or any of their respective assets or properties may be bound.
No Breach, Conflict. The execution, delivery and performance of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby and the compliance by Buyer with any of the provisions hereof and thereof does not and will not (a) violate or conflict with, or result in a breach of, any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by any of the terms, conditions or provisions of the certificate of incorporation or bylaws of Buyer or under any material agreement, instrument or obligation to which Buyer is a party, or by which Buyer or its assets or properties may be bound, or (b) violate any applicable Law to which Buyer is subject, or by which Buyer or its assets or properties may be bound.
No Breach, Conflict. Section 9.10 of the Purchase Agreement is hereby amended to delete the phrase “or Pride Products” in the eighth, ninth and tenth lines thereof, and to delete the phrase “, Pride Products” in the eleventh line thereof.
No Breach, Conflict. Subject to obtaining the consents and waivers referred to in Section 9.12(a), the execution, delivery and performance of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby and the compliance by Sellers with the provisions hereof and thereof does not and will not (i) violate or conflict with, or result in a breach of, any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or result in the creation of any Lien upon the Purchased Property under any of the terms, conditions or provisions of the Organizational Documents of Sellers or Pride Products or under any contract or agreement to which Sellers or Pride Products is a party, or by which the Purchased Property are otherwise bound, or (ii) violate any applicable Law to which Sellers or Pride Products is subject, or by which Sellers, Pride Products or their assets or properties may be bound, except in each case where such violation, conflict, breach, default, termination or acceleration or Lien would not have a Material Adverse Effect.
No Breach, Conflict. Except for the HSR Act and other antitrust statutes, rules or regulations applicable to the Contemplated Transactions and consents and waivers that are customarily obtained following the closing in transactions of this nature and subject to obtaining the consents and waivers set forth in Section 4.03 of the Disclosure Letter, the execution, delivery and performance of this Agreement, the Closing Documents and the consummation of the Contemplated Transactions and the compliance by an applicable Seller Company with any of the provisions hereof and thereof does not and will not (a) violate or conflict with any provision of the Organizational Documents of such Seller Company, (b) violate or conflict with, or result in a breach of, any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or, except for this Agreement, result in the creation of any Lien upon the Assets owned by it under any of the terms, conditions or provisions of any Material Contract to which such Seller Company is a party, or by which the Assets owned by it are otherwise bound, (c) violate any Applicable Law to which a Seller Company is subject, or by which a Sale and Purchase Agreement Seller Company or its assets or properties may be bound or (d) require the consent or approval of any third party Person, other than, in the cases of clauses (b) through (d) as would not reasonably be expected to, individually or in the aggregate, materially adversely affect the Assets or the Operations.
No Breach, Conflict. Except for the HSR Act and other antitrust statutes, rules or regulations applicable to the Contemplated Transactions, the execution, delivery and performance of this Agreement, the Closing Documents and the consummation of the Contemplated Transactions and the compliance by Buyer with any of the provisions hereof and thereof does not and will not (a) violate or conflict with, or result in a breach of, any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by any of the terms, conditions or provisions of the Organizational Documents of Buyer or under any material agreement, instrument or obligation to which Buyer is a party, or by which Buyer or its assets or properties may be bound, or (b) violate any Applicable Law to which Buyer is subject, or by which Buyer or its assets or properties may be bound. Sale and Purchase Agreement
