No Breach of Statute or Contract; Governmental Authorization Sample Clauses

No Breach of Statute or Contract; Governmental Authorization. .1 Neither the execution and delivery of this Agreement nor compliance by DCI with the terms and provisions of the same, nor the consummation of the transactions contemplated hereby will: .1 conflict with or result in a breach of or constitute or result in a default under any of the terms, conditions or provisions of its Certificate of Incorporation, By-Laws or other governing instruments or any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which it is subject or of any agreement, contract, or commitment to which it is a party or otherwise bound; or
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No Breach of Statute or Contract; Governmental Authorization. ..1 Neither the execution and delivery of this Agreement nor compliance by DCI with the terms and provisions of the same, nor the consummation of the transactions contemplated hereby will:
Sample 1
No Breach of Statute or Contract; Governmental Authorization. (a) Except as set forth on Schedule 4.4, neither the execution and delivery of this Agreement by any Seller nor compliance by any Seller with any of the terms and provisions of this Agreement, nor the consummation of the transactions as contemplated by this Agreement will: (i) conflict with or result in a breach of or constitute or result (or with the giving of notice or lapse of time or both will constitute or result) in a default or creation of any lien, encumbrance, claim, charge or right under any of the terms, conditions or provisions of (x) the Articles of Incorporation, By-laws or other governing instruments of the Company or any Subsidiary of the Company, or, (y) to each Seller's Knowledge, any judgment, order, license, permit, franchise, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, statute, law, regulation or other governmental authority, to which such Seller, the Company or any Subsidiary of the Company is subject, or of any agreement, contract or commitment to which such Seller, the Company or any Subsidiary of the Company is a party or by which Sellers, the Company or any Subsidiary of the Company, or any of their respective assets or properties is bound; or (ii) to each Seller's Knowledge, give to others any rights of termination, cancellation, acceleration, or any rights to acquire or of first refusal with respect to any of such agreements, contracts or commitments. (b) Except as set forth on Schedule 4.4, to each Seller's Knowledge, no notice, report or other filing is required to be submitted to, and no consent or approval is required to be obtained from, any governmental authority or other person in connection with the execution or delivery by any Seller of this Agreement, compliance by any Seller with any of the terms of this Agreement or the consummation of the transactions as contemplated by this Agreement. 4.5
Sample 1
No Breach of Statute or Contract; Governmental Authorization. (a) Neither the execution and delivery of this Agreement by Purchaser, nor compliance by Purchaser with any of its terms and provisions, nor the consummation of the transactions contemplated hereby, will: (i) conflict with or result in a breach of or constitute or result in a default under any of the terms, conditions or provisions of the Certificate or Articles of Incorporation, By-laws or other governing instruments of Purchaser, or any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Purchaser is subject, or of any agreement, contract, or commitment to which it is a party or otherwise bound; or (ii) give to others any rights of termination, cancellation or acceleration, with respect to any of such agreements, contracts or commitments. (b) Except as set forth on Schedule 5.3, the Purchaser is not required to submit any notice, report or other filing with, or obtain the consent or approval of, any governmental authority or other person in connection with its execution or delivery of this Agreement or consummation of the transactions or contemplated by this Agreement. 5.4
Sample 1

Related to No Breach of Statute or Contract; Governmental Authorization

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

  • Compliance with Legal Requirements; Governmental Authorizations (a) Except as set forth in Schedule 3.14:

  • Other Governmental Approvals As soon as practicable after the execution of this Agreement, the Company and each Purchaser shall file all applications and reports and take such other action (in addition to filings required under the HSR Act) which is reasonably required to be taken or filed with any governmental authority in connection with the transactions contemplated by this Agreement. The Company and each Purchaser shall give all additional notices to third parties and take other action reasonably required to be or taken by it under any authorization, lease, note, mortgage, indenture, agreement or other instrument or any law, rule, regulation, demand or court or administrative order in connection with the transactions contemplated by this Agreement.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Compliance with Laws; Governmental Authorizations 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement.

  • No Governmental Approvals Required Except as previously obtained or made, no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is or will be required to authorize or permit under applicable Laws the execution and delivery by Borrower of the Loan Documents to which it is a Party and payment of the Obligations.

  • Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub with respect to TopCo and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

  • Compliance with Law; Governmental Authorizations To the best of Seller’s knowledge, Seller is in compliance with all federal, state and local laws, authorizations, licenses and permits of any governmental authority and all governmental orders affecting the properties and assets of Seller, including federal, state and local: (i) Occupational Safety and Health Laws; (ii) private investigatory and other similar laws; (iii) the Fair Credit Reporting Act and similar state and local laws; and (iv) laws regarding or relating to trespass or violation of privacy rights. Seller has not been charged with violating, nor to the knowledge of Seller, threatened with a charge of violating, nor, to the knowledge of Seller, is Seller under investigation with respect to a possible violation of any provision of any federal, state or local law relating to any of, properties or assets.

  • Corporate and Governmental Authorization No --------------------------------------------

  • Obtaining of Governmental Approvals The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under United States Federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933, as amended), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities issued upon exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period during which the Warrants are exercisable.

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