No Conflicts; Approvals and Consents. (a) The execution and delivery of this Agreement and the Operative Agreements to which each Purchaser is a party do not, and the performance by such Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not: (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws or partnership agreement (or other comparable corporate charter document) of such Purchaser; (ii) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 3.03(a)(ii) of the Purchasers Disclosure Schedule, hereto, conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to such Purchaser or any of its Assets and Properties; or (iii) except as disclosed in Section 3.03(a)(iii) of the Purchasers Disclosure Schedule hereto, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require such Purchaser to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon such Purchaser or any of its Assets or Properties under, any Contract or License to which such Purchaser is a party or by which any of its Assets and Properties is bound. (b) Except as disclosed in Section 3.03(b) of the Purchasers Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of either Purchaser is required in connection with the execution, delivery and performance of this Agreement or the Operative Agreements to which any Purchaser is a party or the consummation of the transactions contemplated hereby or thereby.
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Samples: Subscription Agreement (Vertex Industries Inc), Subscription Agreement (Midmark Capital Lp)
No Conflicts; Approvals and Consents. (a) The execution and delivery of this Agreement and the Operative Agreements to which each Note by Purchaser is a party do not, and the performance by such Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not:
(i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or incorporation, by-laws laws, limited liability agreement or partnership trust agreement (or other comparable corporate charter document) of such Purchaser;
(ii) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 3.03(a)(ii) of the Purchasers Disclosure Schedule, hereto, conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to such Purchaser or any of its Assets and Properties; or
(iii) except as disclosed in Section 3.03(a)(iii) of the Purchasers Disclosure Schedule hereto, (ix) conflict with or result in a violation or breach of, (iiy) constitute (with or without notice or lapse of time or both) a default under, (iiiz) require such Purchaser to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon such Purchaser or any of its Assets or Properties under, any Contract contract or License to which such Purchaser is a party or by which any of its Assets and Properties is bound.
(b) Except as disclosed in Section 3.03(b) of the Purchasers Disclosure Schedule, no No consent, approval or action of, filing with (except for any filing required pursuant to Section 13(d) of the Exchange Act) or notice to any Governmental or Regulatory Authority on the part of either Purchaser is required in connection with the execution, delivery and performance of this Agreement or the Operative Agreements to which any Purchaser is a party Purchaser's obligations hereunder or the consummation of the transactions contemplated hereby or therebyhereby.
Appears in 2 contracts
Samples: Note Purchase Agreement (Vertex Interactive Inc), Note Purchase Agreement (Vertex Interactive Inc)
No Conflicts; Approvals and Consents. (a) The execution and delivery by the Company of this Agreement and the Operative Agreements to which each Purchaser is a party do notAgreement, and the performance by such Purchaser the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not:
(ia) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws or partnership agreement (or other comparable corporate charter document) of such Purchaserthe Company;
(iib) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 3.03(a)(ii) of 2.04(b)of the Purchasers Company Disclosure Schedule, hereto, conflict with or result in a violation or breach of any term terms or provision of any Law or Order applicable to such Purchaser the Company or any of its Assets and PropertiesProperties (other than such conflicts, violations or breaches which could not in the aggregate be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company; or
(iiic) except as disclosed in Section 3.03(a)(iii2.04(c) of the Purchasers Company Disclosure Schedule heretoSchedule, or as could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require such Purchaser the Company to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon such Purchaser the Company or any of its Assets or Properties under, any Contract contract or License to which such Purchaser the Company is a party or by which any of its Assets and Properties is bound.
(bd) Except as disclosed in Section 3.03(b2.04(d) of the Purchasers Company Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on or other public or private third party is necessary or required under any of the part terms, conditions or provisions of either Purchaser any Law or Order of any Governmental or Regulatory Authority or any contract to which the Company or any of its Subsidiaries is required in connection with a party or by which the execution, Company or any of its Subsidiaries or any of their respective Assets or Properties is bound for the execution and delivery and performance of this Agreement or by the Operative Agreements to which any Purchaser is a party Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby hereby, other than such consents, approvals, actions, filings and notices which the failure to make or therebyobtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby.
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No Conflicts; Approvals and Consents. (a) The execution and delivery of this Agreement and the Operative Agreements to which each by Purchaser is a party do does not, and the performance by such Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not:
(i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or incorporation, by-laws laws, limited liability agreement or partnership trust agreement (or other comparable corporate charter document) of such Purchaser;
(ii) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 3.03(a)(ii) of the Purchasers Disclosure Schedule, hereto, conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to such Purchaser or any of its Assets and Properties; or
(iii) except as disclosed in Section 3.03(a)(iii) of the Purchasers Disclosure Schedule hereto, (ix) conflict with or result in a violation or breach of, (iiy) constitute (with or without notice or lapse of time or both) a default under, (iiiz) require such Purchaser to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon such Purchaser or any of its Assets or Properties under, any Contract contract or License to which such Purchaser is a party or by which any of its Assets and Properties is bound.
(b) Except as disclosed in Section 3.03(b) of the Purchasers Disclosure Schedule, no No consent, approval or action of, filing with (except for any filing required pursuant to Section 13(d) of the Exchange Act) or notice to any Governmental or Regulatory Authority on the part of either Purchaser is required in connection with the execution, delivery and performance of this Agreement or the Operative Agreements to which any Purchaser is a party Purchaser's obligations hereunder or the consummation of the transactions contemplated hereby or therebyhereby.
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No Conflicts; Approvals and Consents. (a) The execution and delivery of this Agreement and the Operative Agreements to which each by Purchaser is a party do does not, and the performance by such Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not:
(i) if Purchaser is an entity, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or incorporation, by-laws laws, limited liability agreement or partnership trust agreement (or other comparable corporate charter document) of such Purchaser;
(ii) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 3.03(a)(ii) of the Purchasers Disclosure Schedule, hereto, conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to such Purchaser or any of its Assets and Properties; or
(iii) except as disclosed in Section 3.03(a)(iii) of the Purchasers Disclosure Schedule hereto, (iA) conflict with or result in a violation or breach of, (iiB) constitute (with or without notice or lapse of time or both) a default under, (iiiC) require such Purchaser to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (ivD) result in the creation or imposition of any Lien upon such Purchaser or any of its Assets or Properties under, any Contract contract or License to which such Purchaser is a party or by which any of its Assets and Properties is bound.
(b) Except as disclosed in Section 3.03(b) of the Purchasers Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of either Purchaser is required in connection with the execution, delivery and performance of this Agreement or the Operative Agreements to which any Purchaser is a party Purchaser's obligations hereunder or the consummation of the transactions contemplated hereby or therebyhereby.
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