No Conflict or Violations. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of, fulfillment of and compliance with the terms and conditions hereof by Unidym does not and shall not: (i) violate any statute, law, rule, regulation, order, writ, injunction or decree of any court or governmental authority, including any applicable import, export and re-export laws and regulations; (ii) violate or conflict with or constitute a default under any Contract to which Unidym is a party as of the Effective Date, including the Unidym Inbound Agreements; or (iii) result in the creation or imposition of any Lien upon any of the Unidym In-Licensed Patents, except for any Lien created in favor of Samsung by this Agreement, the IP Purchase and Cooperation Agreement or the CNT Production Patent License Agreement.
No Conflict or Violations. The execution, delivery and performance of this Agreement, and the sale of the System, by Seller does not and shall not: (a) violate any material provision of Law applicable to Seller or the System; (b) in any material respect, violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, mortgage, security agreement, license, consent order, indenture or other instrument or obligation to which Seller is a party, or by which its assets or properties may be bound; or (c) result in the imposition of any Liens or material restrictions on either of the System or any of the Acquired Assets.
No Conflict or Violations. Subject to obtaining the consents contemplated by Schedule 4.4, the execution and delivery of this Agreement and each other Transaction Document to which either Seller is a party by the Sellers do not, and the performance by the Sellers of their obligations hereunder and thereunder will not (a) result in the creation of any Lien on the Shares, (b) conflict with or violate the certificate of incorporation or bylaws (or organizational equivalents) of either Seller or the Company, (c) conflict with or violate in any material respect any Legal Requirements applicable to the Sellers, the Company or the Shares or (d) to the Knowledge of Sellers, conflict with or violate, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Company Material Contract to which the Company is a party or by which the Company is bound or subject.
No Conflict or Violations. Subject to the Consents described on Schedule 4.5 and except as otherwise provided on Schedule 4.4, the execution and delivery of this Agreement by the Selling Stockholders do not, and the performance by the Selling Stockholders of their obligations hereunder will not (a) conflict with or violate in any material respect any term or provision of any Applicable Law or any writ, judgment, decree or injunction applicable to the Company or to the Selling Stockholders or by which any of their properties is bound or subject, (b) conflict with or result in a violation or breach of any of the provisions of the Articles of Incorporation or the Bylaws of the Company, or (c) result in a material breach of, or constitute a material default under, any Material Contract to which the Company is a party or by which any of its properties is bound or subject.
No Conflict or Violations. The execution and delivery of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby, including the performance of, fulfillment of and compliance with the terms and conditions hereof and thereof by Unidym does not and shall not: (i) violate any statute, law, rule, regulation, order, writ, injunction or decree of any court or governmental authority, including any applicable import, export and re-export laws and regulations; (ii) violate or conflict with or constitute a default under any Contract to which Unidym is a party as of the Effective Date; and (iii) result in the creation or imposition of any Lien upon any of the Unidym Patents.
No Conflict or Violations. The execution and delivery of this Agreement and the other Transaction Documents to which Buyer is a party, the consummation of the transactions herein and therein contemplated, and the performance of, fulfillment of and compliance with the terms and conditions hereof and thereof by Buyer do not and will not: (i) conflict with or result in a breach of the articles of incorporation or by-laws of Buyer; (ii) violate any Law; or (iii) violate or conflict with or constitute a default under any agreement, instrument or writing of any nature to which Buyer is a party or by which Buyer or its assets or properties may be bound.
No Conflict or Violations. The execution, delivery and performance of the Agreement will not (a) violate any provision of the Articles of incorporation, By-laws or other charter or organizational document of Company, (b) subject to the receipt or any necessary regulatory approval or non-disapproval violate any statute, law or regulation of any jurisdiction applicable to Company, or (c) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization issued by the Company’s state of domicile that is related to Company’s business or necessary to enable Company to perform its obligations under this Agreement.
No Conflict or Violations. The execution and delivery of this Agreement by the Selling Stockholders does not, and the performance by the Selling Stockholders of their obligations hereunder will not (a) conflict with or violate in any material respect any term or provision of any Applicable Law or any writ, judgment, decree or injunction applicable to the Company or to the Selling Stockholders or by which any of their properties is bound or subject, (b) conflict with or result in a violation or breach of any of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or (c) conflict with or result in a material breach of, or constitute a material default under, any Material Contract to which the Company is a party or by which any of its properties is bound or subject.
No Conflict or Violations. The execution and delivery of this Agreement and the other Transaction Documents to which Seller is a party by the Seller does not, and the performance by the Seller of his obligations hereunder will not (a) conflict with or violate in any material respect any term or provision of any Applicable Law or any writ, judgment, decree or injunction applicable to the Business or to the Seller or by which any of the Acquired Assets is bound or subject, or (b) conflict with or result in a material breach of, or constitute a material default under, any Material Contract to which the Seller is a party or by which any of the Acquired Assets is bound or subject.
No Conflict or Violations. The execution and delivery of this Agreement, the consummation of the transaction contemplated hereby, and the performance and compliance with the terms and conditions hereof by Seller will not conflict, or result in the breach of any mortgage, lease, agreement, or any other instrument, decree, rule or regulation of any court, administrative agency or other governmental authority to which Seller is a party or by which Seller or its properties are bound.
