No Conflicts or Litigation. The execution, delivery and performance in accordance with their respective terms by the Stockholder of this Agreement and the other Transaction Documents to which the Stockholder is a party do not and will not (a) violate or conflict with any Governmental Requirement, (b) breach or constitute a default under any agreement or instrument to which the Stockholder is a party or by which the Stockholder or any of the shares of Company Capital Stock owned by Stockholder is bound, (c) result in the creation or imposition of, or afford any Person the right to obtain, any Lien upon any of the shares of Company Capital Stock owned by the Stockholder (or upon any revenues, income or profits of the Stockholder therefrom) or (d) if the Stockholder is an Entity, violate the Stockholder's Charter Documents. No Litigation is pending or, to the knowledge of the Stockholder, threatened to which the Stockholder is or may become a party which (a) questions or involves the validity or enforceability of any of the Stockholder's obligations under any Transaction Document or (b) seeks (or reasonably may be expected to seek) (i) to prevent or delay the consummation by the Stockholder of the transactions contemplated by this Agreement to be consummated by the Stockholder or (ii) damages in connection with any consummation by the Stockholder of the transactions contemplated by this Agreement.
No Conflicts or Litigation. The execution, delivery and performance by each Seller of each Transaction Document to which it is a party do not and will not (a) violate any Governmental Requirement (b) conflict with, result in a breach of or constitute a default under any of the Charter Documents of the Sellers, (c) conflict with, cause to be void or voidable, result in a breach of, constitute a default under or accelerate or permit the acceleration of the performance required by any of the Sellers under, any agreement or instrument to which any Seller is a party or by which any Seller is bound, (d) result in the creation of any Lien upon any of the assets of any of the Sellers under any such agreement or instrument or (e) terminate or give any party thereto the right to terminate any such agreement or instrument. No Litigation is pending or, to the knowledge of the Seller Parties, threatened to which any of the Sellers are or may become a party which (x) questions or involves the validity or enforceability of any of the obligations of any of the Sellers under any Transaction Document or (y) seeks (or reasonably may be expected to seek) (i) to prevent or delay the consummation by any Seller of the transactions contemplated by any Transaction Document to which it is a party or (ii) damages in connection with any consummation by any Seller of the transactions contemplated by any Transaction Document to which it is a party.
No Conflicts or Litigation. The execution, delivery, and performance -------------------------- in accordance with their respective terms by the Genesis Member of this Agreement and the Transaction Documents to which the Genesis Member is a party do not and will not (a) violate or conflict with any Governmental Requirement applicable to such Genesis Member, (b) breach or constitute a default under any agreement or instrument to which the Genesis Member is a party or by which the Genesis Member or any of the Genesis Membership Interests owned by the Genesis Member is bound, (c) result in the creation or imposition of, or afford any Person the right to obtain, any Lien upon any of the Genesis Membership Interests owned by the Genesis Member, or (d) if the Genesis Member is an Entity, violate the Genesis Member's Charter Documents. No Litigation is pending to which such Genesis Member is a party or, to the knowledge of the Genesis Member, threatened to which the Genesis Member is or may become a party that (i) questions or involves the validity or enforceability of any of the Genesis Member's obligations under any Transaction Document or (ii) seeks (or reasonably may be expected to seek) (A) to prevent or delay the consummation by the Genesis Member of the transactions contemplated by this Agreement to be consummated by the Genesis Member or (B) Damages in connection with any consummation by the Genesis Member of the transactions contemplated by this Agreement.
No Conflicts or Litigation. The Company Shareholder's execution, delivery and performance in accordance with the respective terms of this Agreement and any other document to which the Company Shareholder is a party do not and will not (i) violate or conflict with any Laws, (ii) breach or constitute a default under (A) any agreement or instrument to which the Company Shareholder is a party or by which the Company Shareholder or any Company Shares the Company Shareholder owns is bound, or (B) any Company Contract (except as the Disclosure Memorandum sets forth), (iii) result in the creation or imposition of, or afford any Person the right to obtain any Lien upon any Company Shares the Company Shareholder owns (or upon any revenues, income or profits of the Company Shareholder therefrom), or (iv) if the Company Shareholder is an Entity, violate the Company Shareholder's Charter Documents. No Litigation is pending or threatened to which the Company Shareholder is or may become a party which (i) questions or involves the validity or enforceability of any of the Company Shareholders' obligations under this Agreement or other documents under this Agreement, or (ii) seeks (or reasonably may be expected to seek) (A) to prevent or delay the consummation by the Company Shareholder of the transactions this Agreement contemplates, or (B) damages in connection with any such consummation.
No Conflicts or Litigation. The execution, delivery and performance in accordance with their respective terms by Buyer of each Transaction Document to which it is a party do not and will not (a) violate any Governmental Requirement or (b) conflict with, result in a breach of or constitute a default under any of the Charter Documents of Buyer. No Litigation is pending or, to the knowledge of Buyer, threatened to which Buyer is or may become a party which (a) questions or involves the validity or enforceability of any of the obligations of Buyer under any Transaction Document or (b) seeks (or reasonably may be expected to seek) (i) to prevent or delay the consummation by Buyer of the transactions contemplated by this Agreement to be consummated by Buyer or (ii) damages in connection with any consummation by Buyer of the transactions contemplated by this Agreement.
No Conflicts or Litigation. To its knowledge Seller's execution, delivery and performance in accordance with the respective terms of this Agreement and the other transaction documents to which Seller is a party do not and will not (i) violate or conflict with any governmental requirement, (ii) to its knowledge, breach or constitute a default under any agreement or instrument to which Seller is a party or (iii) result in the creation or imposition of, or afford any person the right to obtain, any lien upon the Purchased Assets. Furthermore, to its knowledge the execution and performance by Seller will not result in any of the following:
No Conflicts or Litigation. The execution and delivery of this Agreement by such Shareholder (i) will not require the consent of any Governmental Entity under any Laws; (ii) will not violate any Law, regulations or ordinances applicable to such Shareholder; and (iii) will not violate or breach any contractual obligations of such Shareholder based on any Contract to which such Shareholder is a party. To such Shareholder’s Knowledge, no litigation, proceeding, investigation, or claim of any kind whatsoever is pending or threatened by, against, or relating to such Shareholder or his Company Shares.
No Conflicts or Litigation. The execution, delivery and performance by each of the Shareholders of this Agreement and the other Transaction Documents to which such Shareholder is a party do not and will not (a) violate or conflict with any Governmental Requirement, (b) breach or constitute a default under any agreement or instrument to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's shares of the Company Stock is bound, (c) result in the creation or imposition of, or afford any Person the right to obtain, any Lien upon any of the shares of the Company Stock owned by such Shareholder (or upon any revenues, income or profits of such Shareholder therefrom). No Litigation is pending or, to the knowledge of any Shareholder, threatened to which such Shareholder is or may become a party which (a) questions or involves the validity or enforceability of any of the obligations of such Shareholder under any Transaction Document or (b) seeks (or reasonably may be expected to seek) (i) to prevent or delay the consummation by such Shareholder of the transactions contemplated by this Agreement to be consummated by such Shareholder or (ii) damages in connection with any consummation by such Shareholder of the transactions contemplated by this Agreement.
No Conflicts or Litigation. The execution, delivery and performance in accordance with their respective terms by the Owner of this Agreement and the other Transaction Documents to which the Owner is a party do not and will not (a) violate or conflict with any Governmental Requirement or (b) breach or constitute a default under any agreement or instrument to which the Owner is a party or by which the Owner is bound. No Litigation is pending or, to the knowledge of the Owner, threatened to which the Owner is or may become a party which (a) questions or involves the validity or enforceability of any of the Owner's obligations under any Transaction Document or (b) seeks (or reasonably may be expected to seek) (i) to prevent or delay the consummation by the Owner of the transactions contemplated by this Agreement to be consummated by the Owner or (ii) damages in connection with any consummation by the Owner of the transactions contemplated by this Agreement.
No Conflicts or Litigation. The execution, delivery and performance in accordance with their respective terms by the Stockholder and such MTM Stockholder of this Agreement and the other Transaction Documents to which the Stockholder and such MTM Stockholder are or will be a party do not and will not (a) violate any Governmental Requirement, (b) breach or constitute a default under any agreement or instrument to which the Stockholder or such MTM Stockholder is a party or by which the Stockholder, such MTM Stockholder or any of the shares of Company Capital Stock owned by the Stockholder is bound, (c) result in the creation or imposition of, or afford any Person the right to obtain, any Lien upon any of the shares of Company Capital Stock owned by the Stockholder (or upon any revenues, income or profits of the Stockholder therefrom) or (d) violate the Stockholder's Charter Documents. No Litigation is pending or, to the knowledge of the Stockholder and such MTM Stockholder, threatened to which the Stockholder or such MTM Stockholder is or may become a party which (a) questions or involves the validity or enforceability of any of the Stockholder's or such MTM Stockholder's obligations under any Transaction Document or (b) seeks (or reasonably may be expected to seek) (i) to prevent or delay the consummation by the Stockholder and such MTM Stockholder of the transactions contemplated by this Agreement to be consummated by the Stockholder and such MTM Stockholder or (ii) Damages in connection with any consummation by the Stockholder and such MTM Stockholder of the transactions contemplated by this Agreement.
