Common use of No Conflict With Other Agreements or Laws Clause in Contracts

No Conflict With Other Agreements or Laws. The execution and consummation by Seller of the Seller Agreements will not: (a) violate the terms of Seller's Articles of Incorporation or Code of Regulations or any Order, instrument, agreement, mortgage, commitment or understanding, written or oral, to which Seller is a party, or by which Seller or any of the Acquired Assets is bound; (b) conflict with, result in a breach of, constitute (with or without notice or lapse of time or both) a default under or give any person any right to terminate, modify, accelerate or otherwise change the existing obligations of Seller under any such Order, instrument, agreement, mortgage, commitment or understanding; (c) result in the creation or imposition of any Lien upon Seller or any of the Acquired Assets; (d) violate any Applicable Law; (e) give any Governmental Body or other person the right to challenge any of the transactions contemplated by the Seller Agreements under any Applicable Law; or (f) violate, contravene or conflict with or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization, where the consequences of any of the events in clauses (a) - (f), inclusive are likely to have a Seller Material Adverse Effect. The execution and consummation by Reynxxxx Xxxdings of the Reynxxxx Xxxdings Transfer Agreement will not: (a) violate the terms of Reynxxxx Xxxdings' Articles of Incorporation or Code of Regulations or any Order, instrument, agreement, mortgage, commitment or understanding, written or oral, to which Reynxxxx Xxxdings is a party, or by which Reynxxxx Xxxdings or any of the assets acquired under the Reynxxxx Xxxdings Transfer Agreement is bound; (b) conflict with, result in a breach of, constitute (with or without notice or lapse of time or both) a default under or give any person any right to terminate, modify, accelerate or otherwise change the existing obligations of Reynxxxx Xxxdings under any such Order, instrument, agreement, mortgage, commitment or understanding; (c) result in the creation or imposition of any Lien upon Reynxxxx Xxxdings or any of the assets acquired under the Reynxxxx Xxxdings Transfer Agreement; (d) violate any Applicable Law; (e) give any Governmental Body or other person the right to challenge any of the transactions contemplated by the Reynxxxx Xxxdings Transfer Agreement under any Applicable Law; or (f) violate, contravene or conflict with or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization, where the consequences of any of the events in clauses (a) - (f), inclusive are likely to have a Reynxxxx Xxxdings Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Reynolds & Reynolds Co)

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No Conflict With Other Agreements or Laws. The execution and ----------------------------------------- consummation by Seller of the Seller Agreements will not: (a) violate the terms of Seller's Articles of Incorporation or Code of Regulations or any Order, instrument, agreement, mortgage, commitment or understanding, written or oral, to which Seller is a party, or by which Seller or any of the Acquired Assets is bound; (b) conflict with, result in a breach of, constitute (with or without notice or lapse of time or both) a default under or give any person any right to terminate, modify, accelerate or otherwise change the existing obligations of Seller under any such Order, instrument, agreement, mortgage, commitment or understanding; (c) result in the creation or imposition of any Lien upon Seller or any of the Acquired Assets; (d) violate any Applicable Law; (e) give any Governmental Body or other person the right to challenge any of the transactions contemplated by the Seller Agreements under any Applicable Law; or (f) violate, contravene or conflict with or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization, where the consequences of any of the events in clauses (a) - (f), inclusive are likely to have a Seller Material Adverse Effect. The execution and consummation by Reynxxxx Xxxdings Xxxxxxxx Holdings of the Reynxxxx Xxxdings Xxxxxxxx Holdings Transfer Agreement will not: (a) violate the terms of Reynxxxx XxxdingsXxxxxxxx Holdings' Articles of Incorporation or Code of Regulations or any Order, instrument, agreement, mortgage, commitment or understanding, written or oral, to which Reynxxxx Xxxdings Xxxxxxxx Holdings is a party, or by which Reynxxxx Xxxdings Xxxxxxxx Holdings or any of the assets acquired under the Reynxxxx Xxxdings Xxxxxxxx Holdings Transfer Agreement is bound; (b) conflict with, result in a breach of, constitute (with or without notice or lapse of time or both) a default under or give any person any right to terminate, modify, accelerate or otherwise change the existing obligations of Reynxxxx Xxxdings Xxxxxxxx Holdings under any such Order, instrument, agreement, mortgage, commitment or understanding; (c) result in the creation or imposition of any Lien upon Reynxxxx Xxxdings Xxxxxxxx Holdings or any of the assets acquired under the Reynxxxx Xxxdings Xxxxxxxx Holdings Transfer Agreement; (d) violate any Applicable Law; (e) give any Governmental Body or other person the right to challenge any of the transactions contemplated by the Reynxxxx Xxxdings Xxxxxxxx Holdings Transfer Agreement under any Applicable Law; or (f) violate, contravene or conflict with or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization, where the consequences of any of the events in clauses (a) - (f), inclusive are likely to have a Reynxxxx Xxxdings Xxxxxxxx Holdings Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infocure Corp)

No Conflict With Other Agreements or Laws. The execution and consummation ----------------------------------------- by Seller Purchaser of the Seller Purchaser Agreements will not: not (a) violate the terms of SellerPurchaser's Articles of Incorporation or Code of Regulations Bylaws or any Order, instrument, agreement, mortgage, commitment judgment or understanding, written or oral, decree to which Seller Purchaser is a party, or by which Seller Purchaser or any of the Acquired Assets its properties is bound; , (b) be in conflict with, result in a breach of, of or constitute (with or without giving of notice or lapse of time or both) a default under or give any person any right to terminate, modify, accelerate or otherwise change the existing obligations of Seller under any such Order, instrument, agreement, mortgagejudgment or decree, commitment or understanding; (c) result in the creation or imposition of any Lien upon Seller Purchaser or any of the Acquired Assets; its properties or assets, (d) violate any Applicable Law; applicable federal, state, local or foreign law, regulation or order, or (e) give any Governmental Body governmental authority or other person the right to challenge any of the transactions contemplated by the Seller Purchaser Agreements under any Applicable Law; or (f) violateapplicable laws, contravene or conflict with or give any Governmental Body the right rules, regulations, Orders, decrees, judgments, awards, covenants, restrictions and ordinances applicable to revoke, withdraw, suspend, cancel, terminate or modify any Governmental AuthorizationPurchaser, where the consequences of any of the events in clauses (a) - (fa)-(e), inclusive are likely to have result in a Seller Parent Material Adverse EffectChange. The execution and consummation by Reynxxxx Xxxdings Parent of the Reynxxxx Xxxdings Transfer Agreement Parent Agreements will not: not (a) violate the terms of Reynxxxx Xxxdings' Parent's Articles of Incorporation or Code of Regulations Bylaws or any Order, instrument, agreement, mortgage, commitment judgment or understanding, written or oral, decree to which Reynxxxx Xxxdings Parent is a party, or by which Reynxxxx Xxxdings Parent or any of the assets acquired under the Reynxxxx Xxxdings Transfer Agreement its properties is bound; , (b) be in conflict with, result in a breach of, of or constitute (with or without giving of notice or lapse of time or both) a default under or give any person any right to terminate, modify, accelerate or otherwise change the existing obligations of Reynxxxx Xxxdings under any such Order, instrument, agreement, mortgagejudgment or decree, commitment or understanding; (c) result in the creation or imposition of any Lien upon Reynxxxx Xxxdings Parent or any of the assets acquired under the Reynxxxx Xxxdings Transfer Agreement; its properties or assets, (d) violate any Applicable Law; applicable federal, state, local or foreign law, regulation or order, or (e) give any Governmental Body governmental authority or other person the right to challenge any of the transactions contemplated by the Reynxxxx Xxxdings Transfer Agreement Parent Agreements under any Applicable Law; or (f) violateapplicable laws, contravene or conflict with or give any Governmental Body the right rules, regulations, Orders, decrees, judgments, awards, covenants, restrictions and ordinances applicable to revoke, withdraw, suspend, cancel, terminate or modify any Governmental AuthorizationParent, where the consequences of any of the events in clauses (a) - (fa)-(e), inclusive are likely to have result in a Reynxxxx Xxxdings Parent Material Adverse EffectChange.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infocure Corp)

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No Conflict With Other Agreements or Laws. The execution and consummation by Seller Purchaser of the Seller Purchaser Agreements will not: not (a) violate the terms of SellerPurchaser's Articles of Incorporation or Code of Regulations Bylaws or any Order, instrument, agreement, mortgage, commitment judgment or understanding, written or oral, decree to which Seller Purchaser is a party, or by which Seller Purchaser or any of the Acquired Assets its properties is bound; , (b) be in conflict with, result in a breach of, of or constitute (with or without giving of notice or lapse of time or both) a default under or give any person any right to terminate, modify, accelerate or otherwise change the existing obligations of Seller under any such Order, instrument, agreement, mortgagejudgment or decree, commitment or understanding; (c) result in the creation or imposition of any Lien upon Seller Purchaser or any of the Acquired Assets; its properties or assets, (d) violate any Applicable Law; applicable federal, state, local or foreign law, regulation or order, or (e) give any Governmental Body governmental authority or other person the right to challenge any of the transactions contemplated by the Seller Purchaser Agreements under any Applicable Law; or (f) violateapplicable laws, contravene or conflict with or give any Governmental Body the right rules, regulations, Orders, decrees, judgments, awards, covenants, restrictions and ordinances applicable to revoke, withdraw, suspend, cancel, terminate or modify any Governmental AuthorizationPurchaser, where the consequences of any of the events in clauses (a) - (fe), inclusive are likely to have result in a Seller Parent Material Adverse EffectChange. The execution and consummation by Reynxxxx Xxxdings Parent of the Reynxxxx Xxxdings Transfer Agreement Parent Agreements will not: not (a) violate the terms of Reynxxxx Xxxdings' Parent's Articles of Incorporation or Code of Regulations Bylaws or any Order, instrument, agreement, mortgage, commitment judgment or understanding, written or oral, decree to which Reynxxxx Xxxdings Parent is a party, or by which Reynxxxx Xxxdings Parent or any of the assets acquired under the Reynxxxx Xxxdings Transfer Agreement its properties is bound; , (b) be in conflict with, result in a breach of, of or constitute (with or without giving of notice or lapse of time or both) a default under or give any person any right to terminate, modify, accelerate or otherwise change the existing obligations of Reynxxxx Xxxdings under any such Order, instrument, agreement, mortgagejudgment or decree, commitment or understanding; (c) result in the creation or imposition of any Lien upon Reynxxxx Xxxdings Parent or any of the assets acquired under the Reynxxxx Xxxdings Transfer Agreement; its properties or assets, (d) violate any Applicable Law; applicable federal, state, local or foreign law, regulation or order, or (e) give any Governmental Body governmental authority or other person the right to challenge any of the transactions contemplated by the Reynxxxx Xxxdings Transfer Agreement Parent Agreements under any Applicable Law; or (f) violateapplicable laws, contravene or conflict with or give any Governmental Body the right rules, regulations, Orders, decrees, judgments, awards, covenants, restrictions and ordinances applicable to revoke, withdraw, suspend, cancel, terminate or modify any Governmental AuthorizationParent, where the consequences of any of the events in clauses (a) - (fe), inclusive are likely to have result in a Reynxxxx Xxxdings Parent Material Adverse EffectChange.

Appears in 1 contract

Samples: Asset Purchase Agreement (Reynolds & Reynolds Co)

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