Common use of No Conflict or Violation; Consents Clause in Contracts

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Intelligroup's or Sub's governing documents to the extent applicable, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Intelligroup or Sub is a party or by which Intelligroup or Sub is bound or to which any of their respective assets are subject, (c) violate any Regulation or Court Order applicable to Intelligroup or Sub or (d) impose any Encumbrance on any assets of Intelligroup or Sub. Except as set forth on Schedule 4.4, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

Appears in 4 contracts

Samples: Merger Agreement (Intelligroup Inc), Purchase and Sale Agreement (Intelligroup Inc), Purchase and Sale Agreement (Intelligroup Inc)

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No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Intelligroup's or Sub's governing documents to the extent applicable, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Intelligroup or Sub is a party or by which Intelligroup or Sub is bound or to which any of their respective its assets are subject, (c) violate any Regulation or Court Order applicable to Intelligroup or Sub or (d) impose any Encumbrance on any assets of Intelligroup or SubIntelligroup. Except as set forth on Schedule 4.4, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Intelligroup Inc)

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary AgreementAgreement to which se2quel LLC is a party, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub se2quel LLC with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Intelligroup's or Sub's governing the charter documents to the extent applicableof se2quel LLC, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, accelerate or modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its assets the se2quel LLC Assets under, any contract, lease, sublease, license, sublicense, franchise, patent, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Intelligroup or Sub se2quel LLC is a party or by which Intelligroup or Sub it is bound or to which any of their respective its assets are subject, (c) violate any Regulation or Court Order applicable to Intelligroup or Sub or (d) impose any Encumbrance on any assets of Intelligroup se2quel LLC Assets or Subthe Business. Except as set forth on Schedule 4.4, no No notices to, declaration, filing or registration with, approvals or Consents consents of, or assignments by, any Persons (including any United States federal, state or local or foreign governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub se2quel LLC in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or therebyto which se2quel LLC is a party.

Appears in 1 contract

Samples: Formation and Contribution Agreement (Tegal Corp /De/)

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub Unidigital with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of IntelligroupUnidigital's Certificate of Incorporation or Sub's governing documents Bylaws to the extent applicable, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Intelligroup or Sub Unidigital is a party or by which Intelligroup or Sub Unidigital is bound or to which any of their respective assets are subject, (c) violate any Regulation or Court Order applicable to Intelligroup or Sub Unidigital or (d) impose any Encumbrance on any assets of Intelligroup or SubUnidigital. Except as set forth on Schedule 4.44.3, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub Unidigital in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Unidigital Inc)

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No Conflict or Violation; Consents. None Except as set forth on Schedule 5.4, none of the execution, delivery ------------ or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub each of the Buyers with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Intelligroup's or Sub's the governing documents to the extent applicableof any Buyer, (b) violate, conflict with, or result in a material breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its respective assets under, any contractContract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Intelligroup or Sub any Buyer is a party or by which Intelligroup or Sub any Buyer is bound or to which any of their its respective assets are subject, (cc ) violate any applicable Regulation or Court Order applicable to Intelligroup or Sub or (d) impose any Encumbrance on any assets of Intelligroup or Subany Buyer. Except as set forth on Schedule 4.45.4, no notices to, declaration, ------------ filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub any Buyer in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Skynet Holdings Inc)

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