Common use of No Conflict; Required Consents Clause in Contracts

No Conflict; Required Consents. The execution, delivery, and performance by Seller of this Agreement do not and will not (i) conflict with or violate any provision of the Organizational Documents of Seller, (ii) violate any provision of any Legal Requirements, (iii) except for Consents set forth on Schedule 3.3, conflict with, violate, result in a breach of, constitute a default under (without regard to requirements of notice, lapse of time, or elections of other persons, or any combination thereof) or accelerate or permit the acceleration of the performance required by, any Contract or License to which Seller is a party and by which the Assets are bound or affected, or (iv) result in the creation of imposition of any Lien against or upon any of the Assets; or (v) except as set forth on Schedule 3.3, require any consent, approval, or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 5 contracts

Samples: Asset Purchase Agreement (LOCAL.COM), Asset Purchase Agreement (LOCAL.COM), Asset Purchase Agreement (LOCAL.COM)

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No Conflict; Required Consents. The Except as set forth in Schedule 6.3, execution, delivery, delivery and performance by the Seller and Park Square and Prime Time to the extent they are party to this Agreement as contemplated in the opening paragraph of this Agreement, of the Agreement do does not and will not not, with or without the passage of time: (ia) conflict with or violate any provision of the Organizational Documents of Seller’s, Prime Time’s or Park Square’s organizational documents, as amended; (iib) violate any provision of any Legal Requirements, legal requirements; (iiic) except for Consents set forth on Schedule 3.3, conflict with, violate, result in a breach of, constitute a default under (without regard to requirements of notice, lapse of time, or elections of other persons, or any combination thereof) or accelerate or permit the acceleration of the performance required by, any Contract agreement or License contract to which Seller it is a party and or by which it or the Assets assets or properties owned or leased by it are bound or affected, or (iv) result in the creation of imposition of any Lien against or upon any of the Assets; or (vd) except as set forth on Schedule 3.3, require any consent, approval, approval or authorization of, waiver of any right of first refusal of or filing of any certificate, notice, application, report, report or other document with, any Governmental Authority governmental authority or other Personthird party.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Aims Worldwide Inc), Asset Purchase Agreement (Aims Worldwide Inc), Asset Purchase Agreement (Aims Worldwide Inc)

No Conflict; Required Consents. The execution, delivery, and performance by Seller Buyer of this Agreement do not and will not (i) conflict with or violate any provision of the Organizational Documents articles of Seller, incorporation or bylaws of Buyer; (ii) violate any provision of any Legal Requirements, ; (iii) except for Consents set forth on Schedule 3.3, conflict with, violate, result in a breach of, constitute a default under (without regard to requirements of notice, lapse of time, or elections of other personsthird parties, or any combination thereof) or accelerate ), accelerate, or permit the acceleration of the performance required by, any Contract or License agreement to which Seller Buyer is a party and or by which Buyer or the Assets assets or properties owned or leased by it are bound or affected, ; or (iv) result in the creation of imposition of any Lien against or upon any of the Assets; or (v) except as set forth on Schedule 3.34.3, require any consent, approval, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LSB Industries Inc), Asset Purchase Agreement (LSB Industries Inc)

No Conflict; Required Consents. The execution, delivery, and performance by Seller Sellers of this Agreement do not and will not not: (i) conflict with or violate any provision of the Organizational Documents charter or bylaws of any Seller, ; (ii) violate any provision of any Legal Requirements, ; (iii) except for Consents set forth on Schedule 3.3, conflict with, violate, result in a breach of, constitute a default under (without regard to requirements of notice, lapse of time, or elections of other personsPersons, or any combination thereof) or accelerate ), accelerate, or permit the acceleration of the performance required by, any Contract or License Encumbrance to which any Seller is a party and or by which any Seller or the Assets assets or properties owned or leased by any Seller are bound or affected, or ; (iv) result in the creation of or imposition of any Lien Encumbrance against or upon any of the Assets; or (v) except as set forth on Schedule 3.3, require any consent, approval, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Echo Bay Mines LTD)

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No Conflict; Required Consents. The execution, delivery, and performance by Seller of this Agreement do not and will not (i) conflict with or violate any provision of the Organizational Documents of Parent or Seller, (ii) violate any provision of any Legal Requirements, (iii) except for Consents set forth on Schedule 3.3, conflict with, violate, result in a breach of, constitute a default under (without regard to requirements of notice, lapse of time, or elections of other persons, or any combination thereof) or accelerate or permit the acceleration of the performance required by, any Contract or License to which Parent or Seller is a party and by which the Assets are bound or affected, or (iv) result in the creation of imposition of any Lien against or upon any of the Assets; or (v) except as set forth on Schedule 3.3, require any consent, approval, or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Livedeal Inc)

No Conflict; Required Consents. The Except as described on Schedule 4.3, the execution, delivery, and performance by Seller of this Agreement and the Transaction Documents to which it is a party do not and will not not: (i) conflict with or violate any provision of the Organizational Documents Articles of Organization or Operating Agreement of Seller, ; (ii) violate any provision of any Legal Requirements, ; (iii) except for Consents set forth on Schedule 3.3, conflict with, violate, result in a breach of, constitute a default under (without regard to requirements of noticeunder, lapse of timeaccelerate, or elections of other persons, or any combination thereof) or accelerate or permit the acceleration of the performance required by, any Contract or License Encumbrance to which Seller is a party and or by which Seller or the Assets assets or properties owned or leased by it are bound or affected, or ; (iv) result in the creation of or imposition of any Lien Encumbrance against or upon any of the Assets; or (v) except as set forth on Schedule 3.3, require any consent, approval, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Shenandoah Telecommunications Co/Va/)

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