No Breach, Default, Violation or Consent. The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party do not and will not:
(a) violate Buyer's charter or bylaws;
(b) breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any Consent under, result in the creation of any Lien on any assets of Buyer under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any material agreement to which Buyer is a party or by which Buyer or any of its assets is bound;
(c) breach or otherwise violate any Governmental Order which names Buyer or is directed to Buyer or any of its assets;
(d) violate any Governmental Rule; or
(e) require any Consent, authorization, approval, exemption or other action by any Person; except in the case of clauses (b) through (e) above, for such matters as would not, individually or in the aggregate, be likely to have a material adverse effect on Buyer's ability to perform its obligations under the Transaction Documents.
No Breach, Default, Violation or Consent. The execution, delivery and performance by the Sellers of the Transaction Documents to which each is a party do not and will not:
(a) violate the Certificate of Formation, Operating Agreement, Articles of Incorporation or Bylaws, as applicable, of the Sellers;
(b) breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent under, result in the creation of any Lien on the assets of the Sellers under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Business Agreement or Business Permit;
(c) breach or otherwise violate any Governmental Order which names any of the Sellers or is directed to any of the Sellers or any of its respective assets;
(d) violate any Governmental Rule; or
(e) require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any Person.
No Breach, Default, Violation or Consent. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which Seller is a party do not and will not:
(a) violate the Company’s currently effective Articles of Incorporation or Bylaws;
(b) materially breach or result in a material default (or an event which, with the giving of notice or the passage of time, or both, would constitute a material default) under, require any consent under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Company Agreements (as defined below) or any Company Permits (as defined below) or of any contract, agreement, instrument or document to which the Company is a party, or by which the Company or its assets are bound, except where the breach, default, non-consent, termination, acceleration, suspension, revocation, cancellation or amendment would not, individually or in the aggregate, have a material adverse effect on the Company Business;
(c) breach or otherwise violate any order, writ, judgment, injunction or decree issued by any governmental entity (each a “Governmental Order”) which names the Company or is directed to the Company or any of their respective assets, except where the breach or violation would not, individually or in the aggregate, have a material adverse effect on the Company Business;
(d) violate any law, rule, regulation, ordinance or code of any governmental entity (each a “Governmental Rule”), except where the violation would not, individually or in the aggregate, have a material adverse effect on the Company Business; or
(e) require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any person or entity (each a “Person”), except where Seller’s or the Company’s failure to obtain the consent, authorization, approval, or exemption, or the Company’s failure to take the action, or make the filing, registration or qualification, would not, individually or in the aggregate, have a material adverse effect on the Company Business.
No Breach, Default, Violation or Consent. The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party do not and will not:
(a) violate Buyer’s organizational documents;
(b) breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent under, result in the creation of any Lien on any assets of Buyer under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any material agreement to which Buyer is a party or by which Buyer or any of its assets is bound;
(c) breach or otherwise violate any Governmental Order which names Buyer or is directed to Buyer or any of its assets;
(d) violate any Governmental Rule; or
(e) require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any Person, other than such filings and approvals as are required under the HSR Act; except in the case of clauses (b) through (e) above, for such matters as would not, individually or in the aggregate, be likely to have a material adverse effect on Buyer’s ability to perform its obligations under the Transaction Documents.
No Breach, Default, Violation or Consent. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not, (a) constitute or result in any breach or violation of or any default under the Organizational Documents of any Acquired Company, (b) conflict with or result in any breach of, constitute a default under, result in a violation of, result in the creation of any Lien upon any assets of any Acquired Company, give rise to a right to terminate, or require the obtaining of any consent or approval of or the giving of any notice to any third party (other than any Governmental Entity), under the provisions of any Material Contract to which any Acquired Company is bound or by which any of its assets is bound, (c) constitute or result in any violation of any Law or Order to which any Acquired Company is subject, or (d) require any notices, reports or other filings to be made by any Acquired Company with, or any consents, registrations, approvals, permits or authorizations to be obtained by any Acquired Company from, any Governmental Entity, other than, (i) in the cases of clauses (b) and (c) hereof, any such conflicts, breaches, defaults, violations, Liens, terminations, failures to obtain consents or approvals or failures to give notices that, individually or in the aggregate, would not be material to the Acquired Companies, and (ii) in the case of clause (d) hereof, any such notices, reports, filings, consents, registrations, approvals, permits or authorizations, the failure to make or obtain would not, individually or in the aggregate, be material to the Acquired Companies.
No Breach, Default, Violation or Consent. Except for the Consents identified on Section 2.04 of the Disclosure Schedule (the "Required Consents"), the execution, delivery and performance by the Company and the Seller Co-Representatives of the Transaction Documents to which it or he is a party do not and will not:
(a) violate the Company's articles of incorporation, as amended to date, or bylaws;
(b) materially breach or result in a material default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any Consent under, result in the creation of any Lien on the assets of the Company or Xx. Xxxx under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any contract, agreement, lease, license, indenture, commitment, purchase order or other legally binding business arrangement, whether written, oral or implied, relating to the Company or any of its assets (collectively, the "Business Agreements") or Business Permit or any material agreement to which the Company is a party or by which the Company or any of their respective assets is bound;
(c) breach or otherwise violate any order, writ, judgment, injunction or decree issued by any Governmental Entity (each a "Governmental Order") which names the Company or is directed to the Company or any of its respective assets;
(d) violate any law, rule, regulation, ordinance or code of any Governmental Entity (each a "Governmental Rule"); or
(e) require any approval, consent, license, permit, order, ratification, waiver or authorization ("Consent") of, or exemption or other action by, any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity, including any Governmental Entity ("Person").
No Breach, Default, Violation or Consent. The execution, delivery and performance by the Seller of the Transaction Documents to which he is a party do not and will not:
(a) materially breach or result in a material default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any Consent under, result in the creation of any Lien on the assets of the Company or such Seller under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any contract, agreement, lease, license, indenture, commitment, purchase order or other legally binding business arrangement, whether written, oral or implied, relating to the Company or such Seller or any of their respective assets (collectively, the "Seller Business Agreements") or any material agreement to which the Company or such Seller is a party or by which the Company or such Seller or any of their respective assets is bound;
(b) breach or otherwise violate any Governmental Order which names the Company or such Seller or is directed to the Company, such Seller or any of their respective assets;
No Breach, Default, Violation or Consent. The execution and delivery by the Company Parties of this Agreement and the other Transaction Documents to which any of them is a party and the performance and consummation by the Company Parties of the transactions contemplated by this Agreement and to the other Transaction Documents do not and will not:
(a) violate the Company’s charter or by-laws;
(b) breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) 44 Acquirors sometimes omit or try to delete the adjective “corporate” in this type of representation. This omission or deletion generally is inappropriate. A corporation does not exist but for a statute allowing for its incorporation and the corporation’s authority therefore derives from the corporation law under which it is organized. A possible exception exists for corporations operating in regulated environments where the applicable regulations circumscribe the authority of the corporation. Typically, regulatory compliance of this kind is handled through a “no violations or approvals” representation like that included as Section 2.04 of this Model Tennessee SPA. Regardless, the parties should carefully consider and negotiate the nature and extent of the authority to be covered by the representation, rather than relying without question on the inclusion or omission of the word “corporate.” See generally ABA MODEL AGREEMENT, supra note 2, at 51-52 (requiring the usage of “corporate” in this context). under, require any consent under, or give to others any right of termination, acceleration, suspension, revocation, cancellation or amendment of, any Company Agreement or Company Permit or any contract, agreement, instrument or document to which any Shareholder is a party or by which any Shareholder or its assets are bound;
(c) breach or otherwise violate any order, writ, judgment, injunction or decree issued by any federal or state court, administrative agency or commission or other governmental authority or instrumentality (each, a “Governmental Entity”) by which any Company Party or any of its respective assets is bound (each a “Governmental Order”);
(d) violate any law, rule, regulation, ordinance or code of any Governmental Entity (each a “Governmental Rule”); or
(e) require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any person or entity (each a “Person”), it being understood that the Company P...
No Breach, Default, Violation or Consent. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents and the consummation by the Buyer of the transactions contemplated by this Agreement and the other Transaction Documents do not and will not:
(a) violate the Buyer’s charter or by-laws;
(b) breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent under, or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of, any contract, agreement, instrument or document to which the Buyer is a party or by which the Buyer or any of its properties or assets is bound;
(c) breach or otherwise violate any order, writ, judgment, injunction or other decree issued by any Governmental Entity by which the Buyer or any of its properties or assets is bound;
(d) violate any Governmental Rule; or
(e) require any consent, authorization, approval, exemption or other action by, or any filing, registration, or qualification with, any Person, it being understood that the Buyer makes no representation or warranty as to whether the transfer of the Stock to the Buyer is exempt from the registration requirements of applicable federal or securities laws.
No Breach, Default, Violation or Consent. Except as set forth on Schedules 2.04 and 2.25, the execution, delivery and performance by Cobalt and the Shareholders of this Agreement and the other Transaction Documents do not and will not:
(a) violate the articles of incorporation or by-laws of Cobalt;
(b) breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Cobalt Agreement (as defined below) or Permit (as defined below) or of any contract, agreement, instrument or document to which any Shareholder is a party or by which any Shareholder or his assets are bound;
(c) breach or otherwise violate any order, writ, judgment, injunction or decree issued by any governmental entity (each a "GOVERNMENTAL ORDER") which names Cobalt or any Shareholder, or is directed to Cobalt or any Shareholder any of their respective assets;
(d) result in the creation of a Lien held by any third party on Cobalt's assets;
(e) violate any law, rule, regulation, ordinance or code of any governmental entity (each a "GOVERNMENTAL RULE") applicable to Cobalt or its business or assets; or
(f) require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any person or entity (each a "PERSON").
