No Breach of Contracts. Neither the execution and delivery of this Agreement or the Ancillary Agreements by Buyer nor the consummation of the transactions contemplated hereby or thereby will (i) violate the Certificate of Incorporation or Bylaws of Buyer, (ii) cause a Default under any term or provision of any material contract known to such counsel to which Buyer is a party, or (iii) to the best knowledge of such counsel, violate any Court Order applicable to Buyer; and
No Breach of Contracts. The issuance, sale, and delivery of the Bonds, the execution and delivery of the District Documents, and compliance with the District’s obligations therein will not result in a breach of or constitute a default under any loan agreement, indenture, bond, note, resolution, agreement, mortgage, lease, or other instrument to which the District is a party or by which it is bound.
No Breach of Contracts. Neither the execution and delivery of this Agreement or the Ancillary Agreements by Seller nor the consummation of the transactions contemplated hereby or thereby will (i) violate the Articles of Association and Memorandum of Association of Seller, or (ii) to the best knowledge of such counsel, violate any Court Order applicable to Seller;
No Breach of Contracts. The Company has performed all of the material obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in default in respect of any Contract. Each of the Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or to the Company's knowledge with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Contract. True, correct and complete copies of all Contracts have been delivered to Parent.
No Breach of Contracts. The execution, delivery and performance of this Agreement and each of the Transaction Documents by the Company, and the consummation of the transactions contemplated hereby and thereby, shall not (A) result in a breach or violation of any of the terms or provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any Subsidiary is subject, or by which any property or asset of the Company or any Subsidiary is bound or affected, except to the extent that the breach or violation would not reasonably be expected to result in a Material Adverse Effect, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (collectively, the “Contracts”) or obligation or other understanding to which the Company or any Subsidiary is a party, or by which any property or asset of the Company or any Subsidiary is bound or affected, except to the extent that such conflict, violation, breach, default, or Default Acceleration Event would not reasonably be expected to result in a Material Adverse Effect, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under the charter, bylaws, or any equivalent organizational documents of the Company or any Subsidiary.
No Breach of Contracts. (1) Each of the Contracts is in full force and effect, unamended, and there exists no default, warranty claim or other obligation or liability or event, occurrence, condition or act (including the purchase of the Purchased Shares hereunder) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default, or give rise to a warranty claim or other obligation or liability thereunder. Except as disclosed in Schedule 3.22, the Corporation has not violated or breached, in any material respect, any of the terms or conditions of any Contract and all the covenants to be performed by any other party thereto have been fully and properly performed. True, correct and complete copies of all Contracts in writing having an aggregate value, whether payable in one payment or in successive payments, in excess of Twenty Five Thousand Dollars ($25,000.) have been delivered or made available to the Purchaser.
(2) For the avoidance of doubt, the Purchaser acknowledges that several of the Contracts include provisions providing for consequences to the Corporation should it not meet the target or performance obligations contained therein. All of the Contracts disclosed in Schedule 3.21 may include such provision and the Purchaser acknowledges that it either has or will review these provisions during the Due Diligence Period.
No Breach of Contracts. Each contract or agreement set forth in Schedules F, G and H is in full force and effect and unamended, the Company is entitled to all rights and benefits thereunder and there exists no material default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default thereunder and the terms and conditions of such contracts and agreements will not be affected by the completion of the transactions contemplated hereunder which default or event of default would have a Material Adverse Effect. For the purposes of this Section 3.15, the term "material" shall include, without limitation, any event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time, or the happening of any further event or condition, would entitle the other party to such contract or agreement to terminate same or accelerate any payments due thereunder.
No Breach of Contracts. Each contract or agreement to which the Company is a party is in full force and effect and unamended, the Company is entitled to all rights and benefits hereunder (including the right to receive royalties and other payments hereunder) and there exists no default or event of default or event, occurrence, condition or act (including the purchase of the Purchased Shares hereunder) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default of event of default hereunder and the terms and conditions of such contracts and agreements will not be affected by the completion of the transactions contemplated hereunder. The Company has not violated or breached, in any material respect, any of the terms or conditions of any contract or agreement and, to the best of the knowledge of the Company, the covenants to be performed by any other party thereto have been fully performed.
No Breach of Contracts. Legendary has not violated or breached, in any respect, any of the terms or conditions of any Contract, and to the best of the knowledge of Canadian Arrow, all the covenants to be performed by any other party to such Contract have been fully performed.
No Breach of Contracts. The Corporation and the Subsidiary are not and will not be at Closing:
(a) in breach or violation of any of the terms or provisions of, or default under (whether after notice or lapse of time or both), any material indenture, mortgage, deed of trust, loan agreement or other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach, violation or default or the consequences thereof would, alone or in the aggregate, result in an adverse material change to the Corporation or the Subsidiary; or
(b) in violation of the provisions of its articles, by-laws or resolutions or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties or any judgment, decree or order binding the Corporation or the Subsidiary or its property or assets, which violation or the consequences thereof would, alone or in the aggregate, result in an adverse material change to the Corporation or the Subsidiary.
