No Breach or Conflict. Neither the execution or delivery of this Agreement, nor the performance by such party of the transactions contemplated herein: (i) if such party is an entity, will breach or conflict with any of the provisions of such party's governing organizational documents; or (ii) to the best of such party's knowledge and belief, will such actions violate or constitute an event of default under any agreement or other instrument to which such party is a party.
No Breach or Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with, or constitute a default (or an event that with the notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement or other understanding to which the Seller is a party or by which any property or asset of the Seller is bound or affected, or (ii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Seller is subject, or by which any property or asset of the Seller is bound or affected.
No Breach or Conflict. The execution, delivery and performance by Seller of this Agreement and by Seller of the Closing Agreements to which it is or will be a party, and the consummation of the Transactions by Seller do not conflict with or result in a breach of any provision of the organizational documents of Seller.
No Breach or Conflict. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements and consummation of the transactions contemplated thereby and by this Agreement will not (a) cause Buyer to breach any Law or Court Order, (b) conflict with or result in a violation of the certificate of incorporation or bylaws (or similar organizational and governing documents) of Buyer, or (c) conflict with or result in a material breach of any of the terms, conditions or provisions of any material Contract or material Permit to which Buyer is a party or by which it may be bound, or constitute a default thereunder.
No Breach or Conflict. The sale of the Shares contemplated by this Agreement does not conflict with, or result in a breach of, or a default under, or give rise to a right of acceleration under, any agreement or instrument to which the Seller is a party.
No Breach or Conflict. Subject to the provisions of Sections 4.4(a) and 4.4(b) regarding consents from private parties and Governmental Authorities, and except (i) for the regulatory or licensing Laws applicable to the Acquired Companies and (ii) compliance with the requirements of applicable merger control, antitrust, competition, foreign ownership or investment or similar Laws applicable to the Acquired Companies (collectively, the "Merger Control Laws"), such regulatory and licensing Laws and Merger Control Laws as are identified in Section 4.3 of the EME Disclosure Schedule, the execution and delivery by the Sellers of this Agreement and the Related Agreements and the performance and consummation of the Contemplated Transactions by the Sellers does not and will not:
(a) violate any provision of the Governing Documents of any Seller or Acquired Company;
(b) violate or result in a breach of or default (with or without notice or lapse of time or both), under (i) any Major Contract to which any Seller or any Acquired Company is a party or to which any such entity or any of its properties or assets may be bound, or (ii) any other Contracts, except in the case of this clause (ii) as would not reasonably be expected to have, directly or indirectly, individually or in the aggregate, a Material Adverse Effect;
(c) violate any Law or Order of any Governmental Authority applicable to any Seller or any Acquired Company;
(d) result in the imposition or creation of any Lien upon or with respect to any of the properties or assets owned or used by the Acquired Companies; or
(e) result in the cancellation, modification, revocation or suspension of any License.
No Breach or Conflict. Neither the execution and delivery of this Agreement by CGI nor the consummation of the transactions contemplated hereby will:
(i) Violate the articles of incorporation or bylaws of CGI:
(ii) Result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any agreement, commitment, contract, note, loan, credit agreement, lease or other instrument or obligation to which CGI is a party or by which CGI or any of its assets may be bound: or
(iii) Violate any order, writ, injunction, decree, statute, rule or regulation applicable to CGI.
No Breach or Conflict. Except as set forth on Schedule 5.3 and subject to the receipt of the Material Consents and the consent to the Assignment of the Modified Headend Lease and, if the Manhole Access Agreement and Parking Lot Lease are to be assigned to Seller by Direct Assignment, to the consent of Verizon California Inc. to such assignments, neither the execution, delivery and performance of this Agreement and the Seller Ancillary Agreements, nor the consummation of the transactions contemplated hereby and thereby, will (a) cause Seller to materially breach any Law or Court Order that is applicable to the System, (b) conflict with or result in a violation of Seller’s certificate of incorporation or bylaws, (c) conflict with or result in a breach, termination, cancellation or acceleration (with the giving of notice, the lapse of time, or the happening of any further event or condition) of any right, obligation or benefit of or under (i) any Material Acquired Contract, the Franchise or any material Permit used by Seller or held for use by Seller in the Business or (ii) any Seller Benefit Plan that could result in liability to Buyer, or (d) result in the creation of any Lien (other than a Permitted Lien), or give to others any interest or rights, in or with respect to any of the Acquired Assets.
No Breach or Conflict. Subject to the provisions of Sections 5.4(a) and 5.4(b) regarding consents from private parties and Governmental Authorities, and except for compliance with the requirements of the Merger Control Laws and any regulatory or licensing Laws applicable to the Acquired Companies, the execution and delivery by the Purchaser Party or any Purchaser Designee of this Agreement or any Related Agreement to which the Purchaser Party or any Purchaser Designee is a party and performance and consummation of the Contemplated Transactions by the Purchaser Party or any Purchaser Designee (as the case may be) does not and will not:
(a) violate any provision of the Governing Documents of the Purchaser Party or any Purchaser Designee the violation of which would prejudice the validity of the Contemplated Transactions or the ability of the Purchaser Party or any Purchaser Designee to consummate them to an extent which is material in the context of the Contemplated Transactions; and
(b) assuming that the consents of Governmental Authorities referred to in this Section 5.3 are obtained and assuming compliance with all Merger Control Laws, violate any Law or Order of any Governmental Authority applicable to the Purchaser Party or any Purchaser Designee, except where the effect of such violation, either individually or in the aggregate, will not prejudice the validity or enforceability of this Agreement or the Related Agreements to which the Purchaser Party or any Purchaser Designee is a party or the validity of the Contemplated Transactions to an extent which is material in the context of those transactions.
No Breach or Conflict. Neither the execution of this Agreement by Buyer nor the performance of its obligations hereunder, nor any action by it contemplated by this Agreement, conflicts with, constitutes grounds for termination of, or constitutes a default under or conflicts with the Buyer's certificate of incorporation or bylaws.
