Common use of No Conflict or Default; Enforceability; Corporate Records; Compliance with Law Clause in Contracts

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of BPZ, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which BPZ is a party or by which BPZ or any of its respective assets or properties are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of BPZ, nor give to others any interest of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of BPZ. This Agreement and each other agreement and document delivered by BPZ in connection herewith have been duly executed and delivered and constitute the binding obligations of BPZ enforceable in accordance with their respective terms. BPZ has permitted, or will permit, Navidec to examine the corporate minute and stock records books of BPZ. The corporate minute books contain the articles of incorporation and by-laws and other charter documents of BPZ as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and the BPZ Shareholders and accurately reflect all transactions referred to therein. BPZ is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any applicable Law, including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of law by BPZ within the past three years.

Appears in 4 contracts

Samples: Merger Agreement (Navidec Inc), Merger Agreement (Navidec Inc), Merger Agreement (Navidec Financial Services, Inc.)

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No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of BPZNavidec or Merger Corp., nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which BPZ Navidec or Merger Corp. is a party or by which BPZ Navidec, Merger Corp. or any of its respective or their assets or properties are is or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of or imposition of or any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of BPZNavidec or Merger Corp., nor give to others any interest of or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of BPZ. Navidec or Merger Corp. This Agreement and each all other agreement agreements and document documents delivered by BPZ Navidec and Merger Corp. in connection herewith have been duly executed and delivered by Navidec and Merger Corp. and constitute the binding obligations of BPZ Navidec and Merger Corp. enforceable in accordance with their respective terms. BPZ has Navidec and Merger Corp. have permitted, or will permit, Navidec BPZ to examine the their respective corporate minute and stock records books of BPZbooks. The corporate minute books contain the articles of incorporation and incorporation, by-laws and other charter documents of BPZ Navidec and Merger Corp. as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and the BPZ Shareholders stockholders of Navidec and Merger Corp. and accurately reflect all transactions referred to therein. BPZ is not To their knowledge, neither Navidec nor Merger Corp. are in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any applicable material statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There To their knowledge, there have been no allegations of or inquiries concerning any material violations of law Law by BPZ Navidec or Merger Corp. within the past three years.

Appears in 4 contracts

Samples: Merger Agreement (Navidec Financial Services, Inc.), Merger Agreement (Navidec Inc), Merger Agreement (Navidec Inc)

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of Bond or BPZ, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Bond or BPZ is a party or by which Bond or BPZ or any of its their respective assets or properties are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Bond or BPZ, nor give to others any interest of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Bond or BPZ. This Agreement and each other agreement and document delivered by Bond and BPZ in connection herewith have been duly executed and delivered and constitute the binding obligations of Bond and BPZ enforceable in accordance with their respective terms. Bond and BPZ has have permitted, or will permit, Navidec to examine the corporate minute and stock records books of BPZ. The corporate minute books contain the articles of incorporation and by-laws and other charter documents of BPZ as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and the stockholders of BPZ Shareholders and accurately reflect all transactions referred to therein. To its knowledge, BPZ is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any applicable Law, including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There To its knowledge, there have been no allegations of or inquiries concerning any violations of law Law by BPZ within the past three years.

Appears in 1 contract

Samples: Merger Agreement (Navidec Inc)

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither Except as set forth on Schedule 2.2(h), neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles Articles of incorporation, byIncorporation or By-laws or other charter documents of BPZMortgage Store, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which BPZ Mortgage Store is a party or by which BPZ it or any of its respective assets or properties are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of BPZMortgage Store, nor give to others any interest of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of BPZMortgage Store. This Agreement and each other agreement and document delivered by BPZ Mortgage Store in connection herewith have been duly executed and delivered by Mortgage Store and constitute the binding obligations of BPZ Mortgage Store enforceable in accordance with their respective terms. BPZ Mortgage Store has permitted, or will permit, Navidec permitted Little Creek to examine the Mortgage Store's corporate minute and stock records books of BPZbooks. The corporate minute books contain the articles Articles of incorporation and byIncorporation, By-laws and other charter documents of BPZ Mortgage Store as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and the BPZ Shareholders stockholders of Mortgage Store and accurately reflect all transactions referred to therein. BPZ Except as set forth on Schedule 2.2(h), Mortgage Store is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any applicable statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscriminationanti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of law Law by BPZ Mortgage Store within the past three five years.

Appears in 1 contract

Samples: Financial Consulting Agreement (Little Creek Inc)

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No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of BPZNavidec, Merger Corp. I or Merger Corp. II, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which BPZ Navidec, Merger Corp. I or Merger Corp. II is a party or by which BPZ Navidec, Merger Corp. I or Merger Corp. II or any of its respective or their assets or properties are is or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of or imposition of or any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of BPZNavidec, Merger Corp. I or Merger Corp. II, nor give to others any interest of or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of BPZ. Navidec, Merger Corp. I or Merger Corp. II This Agreement and each all other agreement agreements and document documents delivered by BPZ Navidec, Merger Corp. I and Merger Corp. II in connection herewith have been duly executed and delivered by Navidec, Merger Corp. I and Merger Corp. II and constitute the binding obligations of BPZ Navidec, Merger Corp. I and Merger Corp. II enforceable in accordance with their respective terms. BPZ has Navidec, Merger Corp. I and Merger Corp. II have permitted, or will permit, Navidec Lider to examine the their respective corporate minute and stock records books of BPZbooks. The corporate minute books contain the articles of incorporation and incorporation, by-laws and other charter documents of BPZ Navidec, Merger Corp. I and Merger Corp. II as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and the BPZ Shareholders stockholders of Navidec, Merger Corp. I and Merger Corp. II and accurately reflect all transactions referred to therein. BPZ is not To their knowledge, neither Navidec, Merger Corp I nor Merger Corp. II are in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any applicable material statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There To their knowledge, there have been no allegations of or inquiries concerning any material violations of law Law by BPZ Navidec, Merger Corp. I or Merger Corp. II within the past three years.

Appears in 1 contract

Samples: Merger Agreement (Navidec Inc)

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