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

No Conflict of Transaction With Obligations and Laws. (a) Except as set forth on Schedule 2.6, neither the execution, ------------ delivery and performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated hereby, will: (i) contravene, conflict, with or constitute a breach or violation of any provision of the Charter of the Company or any resolutions of the Company's Board of Directors; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a governmental agency as described in paragraph (b) below, including consents of parties to loans, contracts, leases, licenses and other agreements; (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 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 Shares or any of the assets of the Company; (vi) contravene, conflict with, or result in a violation of any Court Order or Law, or give 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, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which the Company 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, withdraw, suspend, cancel, terminate or modify, any Government Authorization.

Appears in 1 contract

Samples: Stock Purchase Agreement (E Commerce Group Inc)

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No Conflict of Transaction With Obligations and Laws. (a) Except as set forth on Schedule 2.6, neither the execution, ------------ delivery and performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated herebyhereby and thereby, will: (i) contravene, conflictconflict with, with or constitute a breach or violation of any provision of the Charter or bylaws of the Company or any resolutions of the Company's Board of Directors; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person (other than a governmental agency as described in paragraph (b) below), including consents of parties to loans, contracts, leases, licenses and other agreements; (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 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 Shares or any of the assets of the Company; (vi) contravene, conflict with, or result in a violation of any Court Order or Law, or give any governmental authority, whether foreign, domestic, local or other political subdivision or agency of any of the foregoing (each a "Governmental Government Authority"), or any other person, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which the Company 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, withdraw, suspend, cancel, terminate or modify, any Government Authorization.

Appears in 1 contract

Samples: Stock Purchase Agreement (Interleaf Inc /Ma/)

No Conflict of Transaction With Obligations and Laws. (a) Except as set forth on Schedule 2.62.6 of the Schedule of Exceptions, neither ------------ the execution, ------------ delivery and performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated herebyhereby or thereby, will: (ia) contravene, conflict, conflict with or constitute a breach or violation of any provision of the Charter respective Organizational Documents of the Company or any resolutions of the Company's Board of DirectorsCompanies; (iib) require any consentGovernmental Authorization, approval or authorization (c) require any consent of or declaration, filing or registration with any person other than a governmental agency as described in paragraph (b) below, including consents of parties to loans, contracts, leases, licenses and other agreementsagreements to which either of the Companies is a party; (iiid) 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 either of the Company Companies is a party, or give any person the right to accelerate any 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 Shares capital stock or any of the assets of either of the CompanyCompanies; (vig) contravene, conflict with, with or result in a violation of any Court Order or Law, or give any governmental authority, whether foreign, domestic, local or other political subdivision or agency of any of the foregoing (each a "Governmental Authority"), or to any other person, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which either of the Company or Sellers are Companies is subject or by which the properties or assets of the Company are bound, or (viih) 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, withdraw, suspend, cancel, terminate suspend or otherwise modify, any Government 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 matters specified in any of the foregoing clauses a through h. To the best knowledge of the Seller, 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 matters specified in any of the foregoing clauses c, d or e on the part of any third party thereto.

Appears in 1 contract

Samples: Purchase Agreement (International Assets Holding Corp)

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No Conflict of Transaction With Obligations and Laws. (a) Except as set forth on Schedule 2.6, neither the execution, ------------ delivery and ------------ performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated hereby, will: (i) contravene, conflict, with or constitute a breach or violation of any provision of the Charter or bylaws of the Company or any resolutions of the Company's its Board of DirectorsDirectors or other governing bodies; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a governmental agency as described in paragraph (b) below, including consents of parties to loans, contracts, leases, licenses and other agreements; (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 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 the Company or any of its assets are bound; (v) result in the creation of any Encumbrance lien, option (including right of first refusal or first offer), encumbrance, charge, restriction, mortgage, pledge, security interest, title exception, restriction, claim or charge of any kind or character (each an "Encumbrance") upon any Company Shares or any of the assets of the Company; (vi) contravene, conflict with, or result in a violation of any Court Order or Law, or give any governmental authority, whether foreignnational, domesticregional, state, local or other political subdivision or agency the Republic of Korea, the United States of America, or any of the foregoing other nation (each a "Governmental Government Authority"), or any other person, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which the Company 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, withdraw, suspend, cancel, terminate or modify, any Government Authorization.

Appears in 1 contract

Samples: Purchase Agreement (Brooks Automation Inc)

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