No Breach of Statute or Contract. The execution, delivery and performance of this Agreement by Buyer does not and shall not constitute Buyer's breach of any statute or regulation or ordinance of any governmental authority, and shall not at the Closing conflict with or result in Buyer's breach of or default under any of the terms, conditions, or provisions of the Buyer's Certificate of Incorporation or Bylaws or any order, writ, injunction, decree, contract, agreement, or instrument to which the Buyer is a party, or by which it is or may be bound.
No Breach of Statute or Contract. Neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated will result in any violation of or be in conflict with any contract or other instrument to which Seller is a party, or any judgment, decree, order, statute, rule or regulation applicable to Seller.
No Breach of Statute or Contract. Except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan of Share Exchange as per section 607.1102; (c) applicable requirements under corporation or “blue sky” laws of various states; and (d) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by Acquiror, nor compliance with the terms and provisions of this Agreement on the part of Acquiror will: (i) violate any provision of Acquiror’s Articles, by-laws or any other organizational documents of Acquiror, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror is a party or by which either of them or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror Material Adverse Effect or would not materially adversely affect the ability of Acquiror to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Acquiror.
No Breach of Statute or Contract. Neither the execution and delivery of this Agreement by the Buyer, nor compliance with the terms and provisions of this Agreement on the part of the Buyer, will: (a) violate any statute or regulation of any governmental authority, domestic or foreign, affecting the Buyer; (b) require the issuance of any authorization, license, consent or approval of any federal or state governmental agency; (c) conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree, note, indenture, loan agreement or other agreement or instrument to which the Buyer is a party, or by which the Buyer is bound, or constitute a default thereunder; or (d) require the consent of any third party under any outstanding statute, regulation, judgment, order, injunction, decree, agreement or instrument to which the Buyer is a party, or by which the Buyer is bound.
No Breach of Statute or Contract. Neither the execution and delivery of this Agreement, nor the consummation by Buyer of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof, will (a) violate or cause a default under any statute (domestic or foreign), judgment, order, writ, decree, rule or regulation of any court or governmental authority applicable to Buyer or any of its material properties; (b) breach or conflict with any of the terms, provisions or conditions of the Certificate of Incorporation or By-laws of Buyer; or (c) violate, conflict with or breach or require the authorization, consent or approval of any party under any agreement, contract, mortgage, instrument, indenture or license to which Buyer is party or by which Buyer is or may be bound, or constitute a default (in and of itself or with the giving of notice, passage of time or both) thereunder, or result in the creation or imposition of any encumbrance upon, or give to any other party or parties, any claim, interest or right, including rights of termination or cancellation in, or with respect to any of Buyer's properties.
No Breach of Statute or Contract. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions of this Agreement on the part of LMP or NewCo: (i) will breach any applicable statute or regulation of any governmental authority, domestic or foreign; or (ii) will conflict with or result in any breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree, or any agreement or instrument to which LMP or NewCo are a party, or by which LMP or NewCo may be bound, or constitute a default thereunder, or result in the creation or imposition of any lien, charge, encumbrance, or restriction of any nature whatsoever upon, or give to others, any interests or rights, including rights of termination or cancellation in, or with respect to, any of the obligations hereunder.
No Breach of Statute or Contract. The execution, delivery and performance of this Agreement will not breach any statute or regulation of any governmental authority, and will not at the Closing conflict with or result in a breach of or default under any of the terms, conditions, or provisions of the Buyer's Certificate of Incorporation or by-laws or any order, writ, injunction, decree, agreement or instrument to which the Buyer is a party or by which it is or may be bound.
No Breach of Statute or Contract. Neither the execution and delivery of this Agreement by the Buyer, nor compliance with the terms and provisions of this Agreement on the part of the Buyer, will: (a) violate any statute or regulation of any governmental authority, domestic or foreign, affecting the Buyer; (b) require the issuance of any authorization, license, consent or approval of any federal or state governmental agency; or (c) conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree, note, indenture, loan agreement or other agreement or instrument to which the Buyer is a party, or by which the Buyer is bound, or constitute a default thereunder.
No Breach of Statute or Contract. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions of this Agreement on the part of X-ceed or Sub, will (i) violate any statute, license, or regulation of any governmental authority, domestic or foreign, (ii) result in the default by X-ceed of any judgment, order, writ, decree, rule or regulation of any court or administrative agency, (iii) breach, conflict with, or result in a breach of any of the terms, conditions or provisions of any material agreement or instrument to which X-ceed or Sub is a party, or by which it is or may be bound, or constitute a default or require any notice thereunder, (iv) violate any provision of X-ceed's and Sub's certificates of incorporation or by-laws or (v) result in the creation or imposition of any claim, lien, charge or encumbrance of any nature whatsoever upon, or (vi) give to others any claim, interest or rights, including rights of termination, modification, acceleration or cancellation in, or with respect to, any of their property, assets, contracts, licenses or businesses. The conduct of X-ceed business does not violate any law or regulation applicable to such business. X-ceed's has complied with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, and X-ceed has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted. There is no existing law, rule, regulation or order, and X-ceed is not aware of any proposed law, rule, regulation or order, whether Federal or state, which would prohibit or materially restrict X-ceed from, or otherwise materially adversely affect X-ceed in, conducting its business in any jurisdiction in which it is now conducting business.
No Breach of Statute or Contract. Except as set forth on Schedule 2.3 hereto, neither the execution and delivery of this Agreement, nor the consummation by each of Seller and GST of the transactions contemplated hereby, nor compliance by each of Seller and GST with any of the provisions hereof, will (a) violate or cause a default under any statute (domestic or foreign), judgment, order, writ, decree, rule or regulation of any court or governmental authority applicable to Seller, GST or the Company or any of their respective properties; (b) breach or conflict with any of the terms, provisions or conditions of the respective Certificates or Articles of Incorporation or respective By-Laws of Seller, GST or the Company; or (c) violate, conflict with or breach or require the authorization, consent or approval of any party under any agreement, contract, mortgage, instrument, indenture or license to which Seller, GST or the Company is a party or by which Seller, GST or the Company is or may be bound, or constitute a default (in and of itself or with the giving of notice, passage of time or both) thereunder, or result in the creation or imposition of any encumbrance upon, or give to any other party or parties any claim, interest or right, including rights of termination or cancellation in, or with respect to, any of their respective properties or the Shares.
