Common use of No Conflicts or Litigation Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Timmons Gorden H), Apple Orthodontix Inc

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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 or will be 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 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) 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 Damages in connection with any consummation by the Stockholder of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp), Work International Corp

No Conflicts or Litigation. The execution, delivery delivery, and performance in accordance with their respective terms by the Selling Stockholder of this Acquisition Agreement and the other Transaction Documents to which the Selling 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 Selling Stockholder is a party or by which the Selling Stockholder or any of the shares of Company Capital Stock owned by the Selling 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 revenuesSelling Stockholder, income or profits of the Stockholder therefrom) or (d) if the Selling Stockholder is an Entity, violate the Stockholder's Charter Documents. No Litigation is pending or, to the knowledge of the Selling Stockholder, threatened to which the Selling Stockholder is or may become a party which that (ai) questions or involves the validity or enforceability of any of the Selling Stockholder's obligations under any Transaction Document or (bii) seeks (or reasonably may be expected to seek) (iA) to prevent or delay the consummation by the Selling Stockholder of the transactions contemplated by this Acquisition Agreement to be consummated by the Selling Stockholder or (iiB) damages Damages in connection with any consummation by the Selling Stockholder of the transactions contemplated by this Acquisition Agreement.

Appears in 1 contract

Samples: Industrial Distribution Group Inc

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 the 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 the 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (American Residential Services Inc)

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 (ai) violate or conflict with any Governmental Requirement, (bii) 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 the Stockholder is bound, the result of which would be to prohibit or interfere with the consummation of the transactions contemplated by this Agreement, (ciii) 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 (ai) questions or involves the validity or enforceability of any of the Stockholder's obligations under any Transaction Document or (bii) seeks (or reasonably may be expected to seek) (iA) to prevent or delay the consummation by the Stockholder of the transactions contemplated by this Agreement to be consummated by the Stockholder or (iiB) damages Damages in connection with any consummation by the Stockholder of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Railworks Corp)

No Conflicts or Litigation. The execution, delivery delivery, and performance in accordance with their respective terms by the Selling Stockholder of this Merger Agreement and the other Transaction Documents to which the Selling 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 Selling Stockholder is a party or by which the Selling Stockholder or any of the shares of Company Capital Stock owned by the Selling 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 revenuesSelling Stockholder, income or profits of the Stockholder therefrom) or (d) if the Selling Stockholder is an Entity, violate the Stockholder's Charter Documents. No Litigation is pending or, to the knowledge of the Selling Stockholder, threatened to which the Selling Stockholder is or may become a party which that (ai) questions or involves the validity or enforceability of any of the Selling Stockholder's obligations under any Transaction Document or (bii) seeks (or reasonably may be expected to seek) (iA) to prevent or delay the consummation by the Selling Stockholder of the transactions contemplated by this Merger Agreement to be consummated by the Selling Stockholder or (iiB) damages Damages in connection with any consummation by the Selling Stockholder of the transactions contemplated by this Merger Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc)

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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 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) 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 Damages in connection with any consummation by the Stockholder of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Triad Medical Inc

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 or will be 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 (other than Guarantees, if any, listed on Schedule 8.05) to which the Stockholder is a party or by which the 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) 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 Damages in connection with any consummation by the Stockholder of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Oei International Inc

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 or will be 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 Common Stock owned by the Stockholder is bound, (c) result in the creation or imposition of, or afford any Person person the right to obtain, any Lien upon any of the shares Company Common Stock 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 Entityentity, violate the Stockholder's Charter DocumentsCertificate of Incorporation, By-Laws or other documents of formation or management. No Litigation There is no action, suit, proceeding or investigation 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)

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