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.
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Samples: Asset Purchase Agreement (Veri-Tek International, Corp.)
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 their 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Manitex International, Inc.)
No Breach, Default, Violation or Consent. The execution, delivery and performance by the Sellers such Seller of the Transaction Documents to which each it or he 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 Sellerssuch Seller’s organizational documents (if such Seller is an entity);
(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 (other than Permitted Liens) on the assets of the Sellers such Seller under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Business Agreement material agreement to which such Seller is a party or Business Permitby which such Seller or any of its assets is bound;
(c) breach or otherwise violate any Governmental Order which names any of the Sellers such Seller or is directed to any of the Sellers such Seller or any of its respective or his 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.
Appears in 1 contract
No Breach, Default, Violation or Consent. The execution, delivery and performance by the Sellers Buyer of the Transaction Documents to which each it is a party do not and will not:
(a) violate the Certificate of Formation, Operating Agreement, Articles of Incorporation Buyer's charter or Bylaws, as applicable, of the Sellersbylaws;
(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 any assets of the Sellers Buyer under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Business Agreement material agreement to which Buyer is a party or Business Permitby which Buyer or any of its assets is bound;
(c) breach or otherwise violate any Governmental Order which names Buyer or any of the Sellers its Affiliates or is directed to Buyer, any of the Sellers its Affiliates or any of its their 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.
Appears in 1 contract