No Conflict of Transaction With Obligations and Laws. (a) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of the Company or any resolutions of the Company’s Board of Directors; (ii) require the consent of any other party (other than a Governmental Authority) under any loans, contracts, leases, licenses and other agreements to which the Company is a party or by which it is bound; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company is a party, or give any other person the right to accelerate any Indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company capital stock or any of the assets of the Company; (vi) conflict with or result in a violation of any Court Order or Law, or give to any other person the right to exercise any remedy or obtain any relief under any Court Order or Law to which the Company is subject or by which the properties or assets of the Company are bound; or (vii) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of the Company. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Laws.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Safe Communications, Inc.), Stock Purchase Agreement (Northsight Capital, Inc.)
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of the Company Buyer or any resolutions of the CompanyBuyer’s Board of Directors; (ii) require the consent of any other party (other than a Governmental Authority) under any loans, contracts, leases, licenses and other agreements to which the Company Buyer is a party or by which it is bound; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company Buyer is a party, or give any other person the right to accelerate any Indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company Buyer is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company Buyer capital stock or any of the assets of the CompanyBuyer; (vi) conflict with or result in a violation of any Court Order or Law, or give to or any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law to which the Company Buyer is subject or by which the properties or assets of the Company Buyer are bound; or (vii) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of the CompanyAuthorization.
(b) The execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, by the Company does Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Lawson the part of the Buyer.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Safe Communications, Inc.), Stock Purchase Agreement (Northsight Capital, Inc.)
No Conflict of Transaction With Obligations and Laws. (a) Neither Except as set forth on Schedule 2.6 of the execution Schedule of Exceptions, neither ------------ the execution, delivery and delivery performance of this Agreement or any Ancillary Agreement, nor the consummation performance of the transactions contemplated herebyhereby or thereby, will: (ia) conflict with or constitute a breach or violation of any provision of the respective Organizational Documents of the Company or any resolutions of the Company’s Board of DirectorsCompanies; (iib) require the any Governmental Authorization, (c) require any consent of any other party (other than a Governmental Authority) under any parties to loans, contracts, leases, licenses and other agreements to which either of the Company Companies is a party or by which it is boundparty; (iiid) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which either of the Company Companies is a party, or give any other person the right to accelerate any Indebtedness indebtedness or terminate, modify or cancel any right; (ive) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which either of the Company Companies is a party or by which it or its assets are bound; (vf) result in the creation of any Encumbrance upon any Company capital stock or any of the assets of either of the CompanyCompanies; (vig) conflict with or result in a violation of any Court Order or Law, or give to any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law Law, to which either of the Company Companies is subject or by which the properties or assets of the Company are bound; , or (viih) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization Authorization. With respect to the Seller and the Companies, there exists no condition, event or act that after notice, lapse of time, or both, would constitute a material violation or breach of, or a material default under, any of the Company.
(b) The execution, delivery and performance of this Agreement and the consummation matters specified in any of the transactions contemplated hereby by foregoing clauses a through h. To the Company does not require best knowledge of the consentSeller, waiverthere exists no condition, approvalevent or act that after notice, authorizationlapse of time, exemption or both, would constitute a material violation or breach of, or a material default under, any of the matters specified in any of the foregoing clauses c, d or giving e on the part of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Lawsthird party thereto.
Appears in 1 contract
Sources: Purchase Agreement (International Assets Holding Corp)
No Conflict of Transaction With Obligations and Laws. (a) Neither Except as set forth on Schedule 2.6, neither the execution execution, delivery and delivery performance of this Agreement or any Ancillary Agreement, nor the consummation performance of the transactions contemplated herebyhereby and thereby, will: (i) contravene, conflict with, or constitute a breach or violation of any provision of the Organizational Documents Charter or bylaws of the Company or any resolutions of the Company’s 's Board of Directors; (ii) require the consent any consent, approval or authorization of or declaration, filing or registration with any other party person (other than a Governmental Authoritygovernmental agency as described in paragraph (b) under any below), including consents of parties to loans, contracts, leases, licenses and other agreements to which the Company is a party or by which it is boundagreements; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company is a party, or give any other person the right to accelerate any Indebtedness indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company capital stock Shares or any of the assets of the Company; (vi) contravene, conflict with with, or result in a violation of any Court Order or Law, or give to any Government Authority, or any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law Law, to which the Company is or Sellers are subject or by which the properties or assets of the Company are bound; , or (vii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend withdraw, suspend, cancel, terminate or otherwise modify, any Government Authorization of the CompanyAuthorization.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does and Sellers do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental AuthorityAuthorization, except for those which are required under (i) Applicable Federal and State Securities Lawsset forth on Schedule 2.6.
Appears in 1 contract
No Conflict of Transaction With Obligations and Laws. (a) Neither Except as set forth on Schedule 2.6, neither the execution execution, ------------ delivery and delivery performance of this Agreement or any Ancillary Agreement, nor the consummation performance of the transactions contemplated hereby, will: (i) contravene, conflict, with or constitute a breach or violation of any provision of the Organizational Documents Charter of the Company or any resolutions of the Company’s 's Board of Directors; (ii) require the consent any consent, approval or authorization of or declaration, filing or registration with any other party (person other than a Governmental Authoritygovernmental agency as described in paragraph (b) under any below, including consents of parties to loans, contracts, leases, licenses and other agreements to which the Company is a party or by which it is boundagreements; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company is a party, or give any other person the right to accelerate any Indebtedness indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company capital stock Shares or any of the assets of the Company; (vi) contravene, conflict with with, or result in a violation of any Court Order or Law, or give to any governmental authority, whether foreign, domestic, local or other political subdivision or agency of any of the foregoing (each a "Governmental Authority"), or any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law Law, to which the Company is or Sellers are subject or by which the properties or assets of the Company are bound; , or (vii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend withdraw, suspend, cancel, terminate or otherwise modify, any Government Authorization of the CompanyAuthorization.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does Warrantors do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority.
(c) So far as the Warrantors are aware, except for those which there are required under (i) Applicable Federal and State Securities Lawsno issues relating to UK competition law affecting the Company, including without limitation the Competition ▇▇▇ ▇▇▇▇.
Appears in 1 contract
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution and delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of the Company Buyer or any resolutions of the CompanyBuyer’s Board of Directors; (ii) require the consent of any other party (other than a Governmental Authority) under any loans, contracts, leases, licenses and other agreements to which the Company Buyer is a party or by which it is bound; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company Buyer is a party, or give any other person Person the right to accelerate any Indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company Buyer is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company Buyer capital stock or any of the assets of the CompanyBuyer; (vi) conflict with or result in a violation of any Court Order or Law, or give to any other person Person the right to exercise any remedy or obtain any relief under any Court Order or Law to which the Company Buyer is subject or by which the properties or assets of the Company Buyer are bound; or (vii) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of the CompanyBuyer.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Laws.
Appears in 1 contract
Sources: Purchase Agreement (General Environmental Management, Inc)