Common use of No Conflict of Transaction With Obligations and Laws Clause in Contracts

No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Buyer's Organizational Documents; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a Government Authority described in paragraph (b) below; (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 Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any material right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other material agreements, instrument or obligation to which the Company is a party or by which it or its assets are bound; or (v) result in a violation of any Law or Court Order applicable Buyer or its business or assets. (b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice by Buyer to any Government Authority, other than as required under the HSR Act.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Brooks Automation Inc), Interest for Stock Purchase Agreement (Brooks Automation Inc)

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No Conflict of Transaction With Obligations and Laws. (a) Neither Except as set forth on Schedule 2.6(a), neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (iI) constitute a breach or violation of the Buyer's Organizational DocumentsCharter or bylaws of the Private Company; (ii) require any consent, approval or authorization of or declaration, filing or registration with with, any person other than a Government Authority described in paragraph (b) below; person, (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under under, any debt instrument to which Buyer the Private Company is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any material right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other material agreementsagreement, instrument or obligation to which the Private Company is a party or by which it or its assets are bound; (v) result in the creation of any lien or encumbrance upon any of the Private Company Shares or any of the assets of the Private Company; or (vvi) result in a violation of any Law law, regulation, administrative order or Court Order judicial order, decree or judgment applicable Buyer to the Private Company, or its business businesses or assets, or (vii) invalidate or adversely affect any permit, license or authorization used in the Private Company's business. (b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Buyer the Selling Shareholders do not require the consent, waiver, approval, authorization, exemption of or giving of notice by Buyer to any Government Authoritygovernmental authority, other than as required under the HSR Actexcept for those listed on Schedule 2.6(b).

Appears in 1 contract

Samples: Affinity/Prestige Acquisition Agreement (Affinity International Travel Systems Inc)

No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Buyer's Organizational DocumentsCharter or bylaws; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a Government Governmental Authority described in paragraph (b) below; or (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 Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any material right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other material agreements, instrument or obligation to which the Company is a party or by which it or its assets are bound; or (v) result in a violation of any Law or Court Order applicable Buyer or its business or assets. (b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice by Buyer to any Government Governmental Authority, other than as except for the foreign investment report required under the HSR Foreign Investment Promotion Act, and the business combination report required under the Monopoly Regulation and Fair Trade Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brooks Automation Inc)

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No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Buyer's Organizational DocumentsCharter or bylaws; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a Government Authority governmental agency described in paragraph (b) below; or (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 Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any material right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other material agreements, instrument or obligation to which the Company is a party or by which it or its assets are bound; or (v) result in a violation of any Law or Court Order applicable Buyer or its business or assets. (b) The the execution, delivery and performance of this Agreement and the transactions contemplated hereby by Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice by Buyer to any Government Authority, other than as required under the HSR Actgovernmental authority.

Appears in 1 contract

Samples: Stock Purchase Agreement (E Commerce Group Inc)

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