No Breach; Governmental Consents. The execution and delivery of this --------------------------------- Agreement and the consummation of the transactions contemplated hereby will not, and with notice or the lapse of time or both would not (i) result in the breach of any of the terms or conditions of, or constitute a default under, the Articles of Incorporation or Bylaws (or other constituent instruments) of CGI, the Company, or any CGI Subsidiary, or any mortgage, bond, indenture, agreement, franchise or other instrument or obligation to which CGI, the Company, or any CGI Subsidiary is a party or by which any one of them or any of their properties or assets may be bound, (ii) violate any judgment, order, writ, injunction or decree of any court, administrative agency or governmental body, (iii) constitute a violation of CGI, the Company, or any CGI Subsidiary of any law or regulation of any jurisdiction as such law or regulation relates to CGI, the Company, or any CGI Subsidiary or to the securities, property or business of CGI, the Company, or any CGI Subsidiary, or (iv) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause any impairment of, any license or permit. No consent, approval or authorization of, or declaration or filing on the part of CGI, the Company or any CGI Subsidiary with any federal, state, local or foreign governmental or regulatory authority is required in connection with the valid execution and delivery of this Agreement or the performance by CGI and the Company of any of the transactions contemplated hereby.
No Breach; Governmental Consents. The execution and delivery of this -------------------------------- Agreement and the consummation of the transactions contemplated hereby will not, and with notice or the lapse of time or both would not (i) result in the breach of any of the terms or conditions of, or constitute a default under, the Articles of Incorporation or Bylaws (or other constituent instruments) of Carbite or any Subsidiary, or any mortgage, bond, indenture, agreement, franchise or other instrument or obligation to which Carbite or any Subsidiary is a party or by which any one of them or any of their properties or assets may be bound, except for cases, set forth in Schedule 3.6, in which appropriate, valid and binding waivers or consents will have been obtained prior to the Closing, (ii) violate any judgment, order, writ, injunction or decree of any court, administrative agency or governmental body, (iii) constitute a violation by Carbite or any of its Subsidiaries of any law or regulation of any jurisdiction as such law or regulation relates to Carbite or any of its Subsidiaries or to the securities, property or business of Carbite or any of its Subsidiaries, or (iv) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause any impairment of, any license or permit. Except as set forth in said Schedule 3.6 or as contemplated hereby, no consent, approval or authorization of, or declaration or filing on the part of Carbite or any Subsidiary with, any federal, state, local or foreign governmental or regulatory authority is required in connection with the valid execution and delivery of this Agreement or the performance by Carbite of any of the transactions contemplated hereby.
No Breach; Governmental Consents. The execution and delivery of this -------------------------------- Agreement and the consummation of the transactions contemplated hereby will not, and with notice or the lapse of time or both would not, result in the breach of any of the terms or conditions of, or constitute a default under, the Articles of Incorporation or Bylaws (or other constituent instruments) of AGS, or any mortgage, bond, indenture, agreement, franchise or other instrument or obligation to which AGS is a party or by which it or it's properties or assets may be bound.
No Breach; Governmental Consents. Except as set forth on Schedule 3.06, the execution, delivery and performance of this Agreement and each of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (a) conflict with, violate or otherwise cause any default or breach of any provision of the Company’s certificate of formation or Operating Agreement (or equivalent organizational documents), (b) violate or conflict with any Law or Order applicable to the Company or the Business; (c) conflict with, constitute a material default under, result in a breach, violation of, require any consent, notice or other action under any Company Contract or give rise to a right of termination, acceleration, or modification of any obligation or Loss of any benefit under any Company Contract or other instrument to which the Company is a party; or (d) result in the creation of any Encumbrance upon any of the Company’s assets. No consent, authorization, order or approval of, or filing or registration with, any Governmental Authority is required on the part of the Company in connection with its execution, delivery or performance of this Agreement or the Transaction Documents by the Company or the consummation of the transactions contemplated hereby or thereby.
