No Conflicts; Consents and Approvals, etc. The execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder will not result in (i) any conflict with the certificate of incorporation, by-laws or other constitutive documents of the Purchaser, or (ii) any breach or violation of, conflict with or default under any applicable law, statute, regulation, judgment, order, decree, license, permit or other governmental authorization.
No Conflicts; Consents and Approvals, etc. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Purchaser will not result in (i) any conflict with or violation of the certificate of incorporation or by-laws of the Purchaser, (ii) subject to obtaining the consents referred to in Section 3.2(b), any breach or violation of or default (or give rise to any right of termination, cancellation or acceleration) under any law, statute, rule, regulation, judgment, order, writ, injunction, decree, license, permit or other governmental authorization or any mortgage, lease, agreement, deed of trust, note, bond, indenture, lien or any other instrument to which the Purchaser is a party or by which it or its properties or assets are bound, (iii) the creation or imposition of any Lien, except for such breaches, violations or defaults and such Liens which would not, individually or in the aggregate, impair the ability of the Purchaser to fulfill its obligations hereunder.
No Conflicts; Consents and Approvals, etc. The execution and delivery of this Agreement and the Ancillary Agreements by the Purchaser, the Company and the Principal and the performances of their respective obligations hereunder and thereunder will not result in (i) in the case of the Purchaser and the Company, any conflict with their respective constitutional documents including but not limited to their certificates of incorporation, by-laws and articles of association or other such documents, or (ii) any breach or violation of, conflict with or default under any applicable law, statute, regulation, judgment, order, decree, license, permit or other governmental authorization or any mortgage, lease, agreement, deed of trust, indenture or any other agreements or instrument to which the Purchaser, the Company and/or the Principal is a party or by which the Purchaser, the Company and/or the Principal or their respective properties or assets are bound.
No Conflicts; Consents and Approvals, etc. (a) The execution and delivery of this Agreement by the Purchaser, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby will not result in (i) any conflict with the operating agreement of the Purchaser, (ii) any breach or violation of or default under any law, statute, regulation, judgment, order, decree, license, permit or other governmental authorization or any mortgage, lease, agreement, deed of trust, indenture or any other instrument to which the Purchaser is a party or by which the Purchaser or any of its properties or assets are bound, or (iii) the creation or imposition of any Lien.
No Conflicts; Consents and Approvals, etc. (a) The execution and delivery of this Agreement by the Seller and the performance of its obligations hereunder will not result in: (i) any conflict with the articles of incorporation, (ii) any breach or violation of, or default under, any Applicable Law, or other governmental authorization or any mortgage, lease, agreement, deed of trust, indenture or any other instrument to which the Seller is a party or by which the Seller or any of its properties or assets are bound, or (iii) the creation or imposition of any lien, except in the case of the foregoing (ii) and (iii) for such breaches, violations or defaults, and such liens, which would not, individually or in the aggregate, impair the ability of the Seller to fulfill its obligations hereunder.
No Conflicts; Consents and Approvals, etc. (a) Except as set forth in Schedule 5.2(a), the execution and delivery of this Agreement by Buyer and Merger Sub, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby will not result in (i) any conflict with or violation of the certificate of incorporation or bylaws of Buyer or Merger Sub, (ii) any breach or violation of or default under (A) any law, statute, regulation, judgment, order, decree, license, permit or other governmental authorization applicable to Buyer or Merger Sub or by which any of Buyer’s or Merger Sub’s properties or assets are bound or (B) any Contract to which Buyer or Merger Sub is a party or by which any of Buyer’s or Merger Sub’s properties or assets are bound, or (iii) the creation or imposition of any Lien, except, in the case of subsections (ii) and (iii) above for such breaches, violations, defaults and Liens which would not, individually or in the aggregate, reasonably be expected to impair the ability of Buyer or Merger Sub to fulfill Buyer’s or Merger Sub’s obligations hereunder.
No Conflicts; Consents and Approvals, etc. (a) Except as set forth in Schedules 2.2(a), 2.2(b) and 2.2(c), neither the execution, delivery and performance of this Agreement by the Sellers, nor the consummation of the transactions contemplated hereby will (i) conflict with the certificate of incorporation, by-laws or other organizational documents of the Sellers or any member of the Company Group, (ii) conflict with, breach or violate any provision, or give any Person the right to declare a default or exercise any remedy under, or accelerate the maturity or performance of, or to cancel or modify, any Contract, (iii) contravene, conflict with or otherwise violate any law or give any Governmental Authority or any other Person the right to challenge the consummation of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any law or judgment, order or decree to which any of the Sellers, any member of the Company Group or any of their respective assets may be subject; provided, however, that no representation or warranty is made hereunder with respect to any United States federal or state antitrust laws or similar foreign laws; (iv) create or impose any Liens on the Shares or the assets of any member of the Company Group, or (iv), trigger any right of any director, officer or employee of any member of the Company Group to receive, or the obligation of any member of the Company Group to pay, any bonus, severance, parachute or other special payment or benefit.
No Conflicts; Consents and Approvals, etc. (a) Except as set forth in Schedule 3.2(a), neither the execution, delivery and performance of this Agreement by the Purchaser, nor the consummation of the transactions contemplated hereby will (i) conflict with the certificate of incorporation, or by-laws of the Purchaser, (ii) conflict with, breach or violate or cause a default under, give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of any benefit under, any mortgage, agreement, indenture or any other instrument to which the Purchaser is a party or by which the Purchaser or any of its properties or assets are bound, or (iii) contravene, conflict with or otherwise violate any law or give any Governmental Authority or any other Person the right to challenge the consummation of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any law or judgment, order or decree to which the Purchaser or any of its assets may be subject; provided, however, that no representation or warranty is made hereunder with respect to any United States federal or state antitrust laws or similar foreign laws;
No Conflicts; Consents and Approvals, etc. (a) The execution and delivery of this Agreement and the Additional Transfer Agreements by the Sellers party hereto and thereto and the performance of their respective obligations hereunder and thereunder will not result in (i) any conflict with the Organizational Documents of any Seller or of any member of any Company Group, (ii) subject to obtaining the consents referred to in Section 2.2(b), any breach or violation of or default under any law, statute, regulation, judgment, order, decree, license, permit or other governmental authorization or any mortgage, lease, agreement, deed of trust, indenture or any other instrument to which any Seller or any member of any Company Group is a party or by which any of them or any of their respective properties or assets or any of the Shares are bound, or (iii) subject to obtaining the consents referred to in Section 2.2(b), the creation or imposition of any liens, security interests, adverse claims, charges or encumbrances ("LIENS") on any Shares, any asset of any member of any Company Group or any German Asset, except for such breaches, violations or defaults and such Liens which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, business, assets (including the German Assets) or operations of the Company Groups and the German Branches taken as a whole (a "MATERIAL ADVERSE EFFECT").
No Conflicts; Consents and Approvals, etc. (a) The execution and delivery of this Agreement and the Additional Transfer Agreements by the Purchaser and the performance of its obligations hereunder and thereunder will not result in (i) any conflict with the Organizational Documents of the Purchaser, (ii) any breach or violation of or default under any law, statute, regulation, judgment, order, decree, license, permit or other governmental authorization or any mortgage, lease, agreement, deed of trust, indenture or any other instrument to which the Purchaser is a party or by which the Purchaser or any of its properties or assets are bound, or (iii) the creation or imposition of any Lien on any assets of the Purchaser, except for such breaches, violations or defaults and such Liens which would not, individually or in the aggregate, impair the ability of the Purchaser to fulfill its obligations hereunder.
