Common use of No Conflicts or Defaults Clause in Contracts

No Conflicts or Defaults. The execution and performance by S&W of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement will not (a) conflict with or violate the S&W Organizational Documents, (b) conflict with or violate any Law applicable to S&W or its Subsidiaries, or by which either S&W, its Subsidiaries, or their properties or assets may be bound or affected, or (c) result in a violation or breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit under, any contract, agreement or arrangement to which S&W or a Subsidiary is a party, or the creation of Liens on any of the property or assets of S&W or a Subsidiary, except in the case of each of the foregoing clauses, where such conflicts, breaches, defaults, violations, terminations or changes in rights or obligations would not have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by S&W or the Subsidiaries in connection with the execution of this Agreement or the consummation by it of the transactions contemplated hereby, except for (i) consents or filings Parent or Merger Sub is required to make, (ii) consents or filings that have been previously obtained or made, (iii) any consents from, or filings with, the Companies Registrar, which will be made following the Closing, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate have a Material Adverse Effect or would not prevent, materially alter or materially delay the consummation of the transactions contemplated by this Agreement.

No Conflicts or Defaults. The execution Except as set forth on SCHEDULE 5.23, the execution, delivery and performance by S&W each of the Shareholder and the Company of this Agreement does not, and the Related Documents to which he or it is or will be a party and the consummation of any of the transactions contemplated hereby or thereby does not and compliance with the provisions of this Agreement will not (ai) violate or conflict with, or constitute a breach or default under with or violate without the S&W Organizational Documentsgiving of notice or the passage of time or both, any provision of (A) the articles of incorporation or bylaws of the Company, (bB) conflict with any agreement, indenture or violate any Law other instrument applicable to S&W or its Subsidiariesthe Shareholder, or by which either S&W, its Subsidiaries, the Company or their respective properties or assets may be bound (C) any law, rule, regulation, order, judgment, writ, injunction or affecteddecree applicable to the Shareholder, the Company or any of their respective properties; (cii) result in a violation the creation of any Lien, upon the properties, assets or breach revenues of the Shareholder or constitute a the Company; (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person; (iv) cause the Company to lose the benefit of any right or privilege it presently enjoys or, to the Knowledge of the Shareholder, cause any Person who is expected to normally do business with the Company to discontinue to do so on the same basis; or (v) result in the acceleration of any payments due pursuant to any indebtedness of the Company. Neither the Company (nor the Shareholder with respect to the Business) is in default under, and no condition exists (whether covered by insurance or an event which not) that with or without notice or lapse of time or both would become (i) constitute a defaultdefault under, or breach or violation of, any Legal Requirement, indenture, agreement or instrument applicable to the Shareholder, the Company or the Business or (ii) accelerate or permit the acceleration of the performance required under, or give any other party the right to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit underterminate, any contractindenture, agreement or arrangement instrument applicable to which S&W or a Subsidiary is a party, the Company or the creation of Liens on Business, in any of the property or assets of S&W or a Subsidiary, except in the case of each of the foregoing clauses, where such conflicts, breaches, defaults, violations, terminations or changes in rights or obligations would not which could have a Material Adverse Effect. No consentAll the contracts listed on SCHEDULES 5.11 and 5.17 are valid and enforceable and are in full force and effect, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required and there are no defaults by S&W either the Shareholder or the Subsidiaries in connection with Company under any of such contracts or, to the execution of this Agreement or the consummation by it Knowledge of the transactions contemplated herebyShareholder, except for (i) consents or filings Parent or Merger Sub is required to makeby any other party thereto, (ii) consents or filings that have been previously obtained or made, (iii) in any consents from, or filings with, the Companies Registrar, case which will be made following the Closing, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate could have a Material Adverse Effect or would not preventEffect. Except as disclosed on SCHEDULE 5.23, materially alter or materially delay the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable under, any contract listed on SCHEDULES 5.11 or 5.17.

No Conflicts or Defaults. The execution execution, delivery and performance by S&W each of the Sellers and the Company of this Agreement does not, and the Related Documents to which he or it is or will be a party and the consummation of any of the transactions contemplated hereby or thereby does not and compliance with the provisions of this Agreement will not (a) violate or conflict with, or constitute a breach or default under with or violate without the S&W Organizational Documentsgiving of notice or the passage of time or both, any provision of (i) the articles of incorporation or bylaws of the Company, (ii) any agreement, indenture or other instrument applicable to any of the Sellers, the Company or their respective properties or (iii) any law, rule, regulation, order, judgment, writ, injunction or decree applicable to any of the Sellers, the Company or any of their respective properties; (b) conflict with result in the creation of any Lien, upon the properties, assets or violate revenues of any Law applicable to S&W of the Sellers or its Subsidiaries, or by which either S&W, its Subsidiaries, or their properties or assets may be bound or affected, or the Company; (c) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (other than as set forth on SCHEDULE 2.23 hereof); (d) cause the Company to lose the benefit of any right or privilege it presently enjoys or cause any Person who is expected to normally do business with the Company to discontinue to do so on the same basis; or (e) result in a violation the acceleration of any payments due pursuant to any indebtedness of the Company. Neither the Company nor any of the Sellers with respect to the Business is in default under, and no condition exists (whether covered by insurance or breach of or constitute a default (or an event which not) that with or without notice or lapse of time or both would become (a) constitute a defaultdefault under, or breach or violation of, any Legal Requirement, indenture, agreement or instrument applicable to any of the Sellers, the Company or the Business or (b) accelerate or permit the acceleration of the performance required under, or give any other party the right to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit underterminate, any contractindenture, agreement or arrangement instrument applicable to which S&W or a Subsidiary is a party, the Company or the creation of Liens Business. All the contracts listed on SCHEDULES 2.11 and 2.17 are valid and enforceable and are in full force and effect, and there are no defaults by either the Sellers or the Company under any of such contracts or, to the property or assets of S&W or a Subsidiary, except in the case of each Knowledge of the foregoing clausesSellers, where such conflictsby any other party thereto. Except as disclosed on SCHEDULE 2.23, breaches, defaults, violations, terminations or changes in rights or obligations would not have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by S&W or the Subsidiaries in connection with the execution of this Agreement or the consummation by it of the transactions contemplated hereby, except for (i) consents or filings Parent or Merger Sub is required to make, (ii) consents or filings that have been previously obtained or made, (iii) any consents from, or filings with, the Companies Registrar, which will be made following the Closing, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate have a Material Adverse Effect or would not prevent, materially alter or materially delay the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable under, any contract listed on SCHEDULE 2.11 or 2.17.

No Conflicts or Defaults. The execution Except as set forth on SCHEDULE 5.25, the execution, delivery and performance by S&W the Shareholder and Hesco of this Agreement does not, and the consummation Related Agreements to which they or it is or will be a party and any of the transactions contemplated hereby or thereby does not and compliance with the provisions of this Agreement will not (ai) violate or conflict with, with or violate without the S&W Organizational Documentsgiving of notice or the passage of time or both, any provision of (A) the articles of incorporation or bylaws of any of the Companies, (bB) conflict with to the Knowledge of the Shareholder and Hesco, any agreement, indenture or violate any Law other instrument applicable to S&W or its Subsidiariesthe Shareholder, or by which either S&W, its Subsidiaries, any of the Companies or their respective properties except for such violations or assets may be bound conflicts which, individually or affectedin the aggregate, will not have or cause a Material Adverse Change, or (cC) to the Knowledge of the Shareholder and Hesco, any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Shareholder, any of the Companies or any of their respective properties, (ii) result in a violation the creation of any Lien, upon the properties, assets or breach revenues of any of the Shareholder or constitute a any of the Companies, (iii) to the Knowledge of the Shareholder and Hesco, require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (other than as set forth on SCHEDULE 5.25), or (iv) to the Knowledge of the Shareholder and Hesco, cause any of the Companies to lose the benefit of any right or privilege it presently enjoys or cause any Person who is expected to normally do business with any of the Companies to terminate any existing agreement or arrangement with any of the Companies. To the Knowledge of the Shareholder and Hesco, none of the Companies (nor the Shareholder with respect to the Business) is in default under, and no condition exists (whether covered by insurance or an event which not) that with or without notice or lapse of time or both would become (i) constitute a default) default under, or give to others any rights of termination, amendment, acceleration breach or cancellation violation of, or result in any loss of any benefit underLegal Requirement, any contractindenture, agreement or arrangement instrument applicable to which S&W or a Subsidiary is a partythe Shareholder, or the creation of Liens on any of the property or assets of S&W or a Subsidiary, except in the case of each of the foregoing clauses, where such conflicts, breaches, defaults, violations, terminations or changes in rights or obligations would not have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by S&W Companies or the Subsidiaries in connection with the execution of this Agreement or the consummation by it of the transactions contemplated herebyBusiness, except for (i) consents or filings Parent or Merger Sub is required to make, (ii) consents or filings that have been previously obtained or made, (iii) any consents from, or filings with, the Companies Registrar, such defaults which will be made following the Closing, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate would not have or cause a Material Adverse Effect Change, or (ii) accelerate or permit the acceleration of the performance required under, or give any other party the right to terminate, any indenture, agreement or instrument applicable to any of the Companies or the Business which individually or in the aggregate would not preventhave or cause a Material Adverse Change. All the contracts listed on SCHEDULES 5.13 and 5.19 are valid and enforceable and are in full force and effect, materially alter and there are no defaults by the Shareholder or materially delay any of the Companies under any of such contracts or, to the Knowledge of the Shareholder and Hesco, by any other party thereto. Except as disclosed on SCHEDULE 5.25, the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements will not result in the termination of, or any increase in amounts payable under, any contract listed on SCHEDULES 5.13 or 5.19.

No Conflicts or Defaults. The execution and Neither the execution, delivery nor performance by S&W the Company of this Agreement does not, and the Related Documents to which it is or will be a party or the consummation of any of the transactions contemplated hereby and compliance with the provisions of this Agreement or thereby does or will not (ai) violate or conflict with, or constitute a breach or default under, with or violate without the S&W Organizational Documentsgiving of notice or the passage of time or both, any provision of (A) the articles or certificate of incorporation or bylaws of the Company or any of the Subsidiaries, (bB) conflict with any agreement, indenture or violate any Law other instrument applicable to S&W or its Subsidiariesthe Company, or by which either S&W, its Subsidiaries, any of the Subsidiaries or their respective properties or assets may be bound or affected, (other than as set forth in Schedule 2.23) or (cC) any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Company, any of the Subsidiaries or any of their respective properties; (ii) result in a violation the creation of any Lien upon the properties, assets or breach revenues of the Company, or constitute a any Subsidiary, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (other than as set forth on Schedule 2.23 hereof); (iv) cause the Company or any Subsidiary to lose the benefit of any right or privilege it presently enjoys or cause any Person who is expected to normally do business with the Company or any of the Subsidiaries to discontinue to do so on the same basis (other than as set forth on Schedule 2.23); or (v) result in the acceleration of any payments due pursuant to any indebtedness of the Company or any of the Subsidiaries (except as set forth on Schedule 2.23). Neither the Company nor any of the Subsidiaries is in default under, and no condition exists (whether covered by insurance or an event which not) that with or without notice or lapse of time or both would become (i) constitute a defaultdefault under, or breach or violation of, any Legal Requirement, indenture, agreement or instrument applicable to the Company, any of the Subsidiaries or the Business or (ii) accelerate or permit the acceleration of the performance required under, or give any other party the right to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit underterminate, any contractindenture, agreement or arrangement instrument applicable to which S&W or a Subsidiary is a partythe Company, or the creation of Liens on any of the property Subsidiaries or assets the Business. All the contracts listed on Schedules 2.11, 2.14 and 2.17 are valid and enforceable and are in full force and effect, and there are no defaults by the Company or any Subsidiary under any of S&W or a Subsidiarysuch contracts or, except in to the case of each Knowledge of the foregoing clauses, where such conflicts, breaches, defaults, violations, terminations or changes in rights or obligations would not have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by S&W Company or the Subsidiaries in connection with the execution of this Agreement or the consummation Sellers, by it of the transactions contemplated herebyany other party thereto. Except as disclosed on Schedule 2.23, except for (i) consents or filings Parent or Merger Sub is required to make, (ii) consents or filings that have been previously obtained or made, (iii) any consents from, or filings with, the Companies Registrar, which will be made following the Closing, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate have a Material Adverse Effect or would not prevent, materially alter or materially delay the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable under, any contract listed on Schedules 2.11, 2.14 or 2.17.

No Conflicts or Defaults. The execution Except as set forth on SCHEDULE 2.22, the execution, delivery and performance by S&W Seller and each Company of this Agreement does not, and the consummation Related Documents to which it is or will be a party and any of the transactions contemplated hereby or thereby does not and compliance with the provisions of this Agreement will not (ai) violate or conflict with, with or violate without the S&W Organizational Documentsgiving of notice or the passage of time or both, any provision of (A) the respective certificates of incorporation or bylaws of the Seller or such Company, (bB) conflict with except to the extent same would not have a Material Adverse Effect, any agreement, indenture or violate any Law other instrument applicable to S&W the Seller or its Subsidiaries, such Company or by which either S&W, its Subsidiaries, or any of their properties or assets may be bound or affectedrespective properties, or (cC) any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Seller or such Company or any of their respective properties, (ii) result in the creation of any Lien, other than Permitted Liens, upon the properties, assets or revenues, of the Seller or such Company, respectively, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (except where the failure to obtain same would not have a violation Material Adverse Effect), or breach (v) to the Knowledge of the Seller, cause such Company to lose the benefit of any right or constitute privilege it presently enjoys or cause any Person who is expected to normally do business with such Company to discontinue to do so on the same basis, except where such loss of benefit or privilege or discontinuation of business would not have a Material Effect. No Company (nor Seller with respect to the Business) is in default under, and no condition exists (whether covered by insurance or an event which not) that with or without notice or lapse of time or both would become (i) constitute a defaultdefault under, or breach or violation of, any Legal Requirement, indenture, agreement or instrument applicable to such Company or the Business, or (ii) accelerate or permit the acceleration of the performance required under, or give any other party the right to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit underterminate, any contractindenture, agreement or arrangement instrument applicable to which S&W or a Subsidiary is a party, such Company or the creation of Liens on any of the property or assets of S&W or a SubsidiaryBusiness, except in the case of each of the foregoing clauses, where such conflictsother than defaults, breaches, defaults, violations, terminations violations or changes in rights or obligations accelerations that would not have a Material Adverse Effect. No consentAll the contracts listed on SCHEDULES 2.11 AND 2.16 are valid and enforceable and are in full force and effect, approvaland to the Seller's knowledge there are no defaults by either Seller or any Company under any of such contracts or, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by S&W or to the Subsidiaries in connection with the execution of this Agreement or the consummation by it Knowledge of the transactions contemplated herebySeller, by any other party thereto, except for (i) consents or filings Parent or Merger Sub is required to make, (ii) consents or filings that have been previously obtained or made, (iii) any consents from, or filings with, the Companies Registrar, which will be made following the Closing, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain extent same would not individually or in the aggregate have a Material Adverse Effect Effect. Except as disclosed on SCHEDULE 2.22, the performance by the Seller of this Agreement and the Related Agreements will not result in the termination of, or would not preventin any increase of any amounts payable under, materially alter or materially delay the consummation of the transactions contemplated by this Agreementany contract listed on SCHEDULES 2.11 AND 2.16.

No Conflicts or Defaults. The execution Except as set forth on SCHEDULE 5.23, the execution, delivery and performance by S&W the Company and the Shareholder of this Agreement does not, and the consummation Related Agreements to which it is or they are or will be a party and any of the transactions contemplated hereby or thereby does not and compliance with the provisions of this Agreement will not (ai) violate or conflict with, with or violate without the S&W Organizational Documentsgiving of notice or the passage of time or both, any provision of (A) the articles of incorporation or bylaws of the Company, (bB) conflict with to the Knowledge of the Shareholder and the Company, any agreement, indenture or violate any Law other instrument applicable to S&W the Shareholder, the Company or its Subsidiariesany of their respective properties except for such violations or conflicts which, individually or by which either S&Win the aggregate, its Subsidiaries, will not have or their properties or assets may be bound or affectedcause a Material Adverse Change, or (cC) to the Knowledge of the Shareholder and the Company, any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Shareholder, the Company or any of their respective properties, (ii) result in a violation the creation of any Lien, upon the properties, assets or breach revenues of the Shareholder or constitute a default the Company, (iii) to the Knowledge of the Shareholder and the Company, require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (other than as set forth on SCHEDULE 5.23), or (iv) to the Knowledge of the Shareholder and the Company, cause the Company to lose the benefit of any right or privilege it presently enjoys or cause any Person who is expected to normally do business with the Company to terminate any existing agreements with any of the Companies. To the Knowledge of the Shareholder and the Company, the Company (or an event which the Shareholder with respect to the Business) is not in default under, and no condition exists (whether covered by insurance or not) that with or without notice or lapse of time or both would become (i) constitute a default) default under, or give to others any rights of termination, amendment, acceleration breach or cancellation violation of, or result in any loss of any benefit underLegal Requirement, any contractindenture, agreement or arrangement instrument applicable to which S&W or a Subsidiary is a partythe Shareholder, the Company or the creation of Liens on any of the property or assets of S&W or a Subsidiary, except in the case of each of the foregoing clauses, where such conflicts, breaches, defaults, violations, terminations or changes in rights or obligations would not have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by S&W or the Subsidiaries in connection with the execution of this Agreement or the consummation by it of the transactions contemplated herebyBusiness, except for (i) consents or filings Parent or Merger Sub is required to make, (ii) consents or filings that have been previously obtained or made, (iii) any consents from, or filings with, the Companies Registrar, such defaults which will be made following the Closing, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate would have or cause a Material Adverse Effect Change, (ii) accelerate or permit the acceleration of the performance required under, or give any other party the right to terminate, any indenture, agreement or instrument applicable to the Company or the Business, which individually or in the aggregate would not preventhave or cause a Material Adverse Change. All the contracts listed on SCHEDULES 5.11 and 5.17 are valid and enforceable and are in full force and effect, materially alter and there are no defaults by the Shareholder or materially delay the Company under any of such contracts or, to the Knowledge of the Shareholder and the Company, by any other party thereto. Except as disclosed on SCHEDULE 5.23, the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements will not result in the termination of, or any increase in amounts payable under, any contract listed on SCHEDULE 5.11 or 5.17.