No Conflicts; Required Consents. The execution, delivery and performance of this Agreement or any other Transaction Agreement by Purchaser do not and will not (with or without notice or lapse of time): (a) conflict with, violate or result in any breach of (i) any of the provisions of Purchaser’s Certificate of Formation or Operating Agreement; (ii) any resolutions adopted by Purchaser’s members, or its board of directors or committees thereof; (iii) any of the terms or requirements of any Governmental Approval held by Purchaser or any of its employees or that otherwise relates to Purchaser’s business; or (iv) any provision of a Contract to which Purchaser is a party; (b) give any Governmental Authority or other Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Purchaser or any of its assets is subject; or (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate or modify any Contract to which Purchaser is a party; or (c) require Purchaser to obtain any Consent or make or deliver any filing or notice to a Governmental Authority.
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Samples: Asset Purchase Agreement (Micrus Endovascular Corp)
No Conflicts; Required Consents. The execution, delivery and performance of this Agreement or any other Transaction Agreement by Purchaser do not and will not (with or without notice or lapse of time):
(a) conflict with, violate or result in any breach of (i) any of the provisions of Purchaser’s Certificate of Formation Incorporation or Operating Agreementbylaws; (ii) any resolutions Resolutions adopted by Purchaser’s membersstockholders, or its board of directors or committees thereof; (iii) any of the terms or requirements of any Governmental Approval held by Purchaser or any of its employees or that otherwise relates to Purchaser’s business; or (iv) any provision of a Contract to which Purchaser is a party;
(b) give any Governmental Authority or other Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Purchaser or any of its assets is subject; or (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate or modify any Contract to which Purchaser is a party; or
(c) require Purchaser to obtain any Consent or make or deliver any filing or notice to a Governmental Authority.
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No Conflicts; Required Consents. The Neither the execution, delivery and performance of this Agreement or nor any other Transaction Agreement by Purchaser do not and will not (with or without notice or lapse Seller nor the consummation of time):the Transaction will:
(a) conflict with, violate or result in any breach of (i) any of the provisions of Purchaser’s Certificate the organizational documents of Formation or Operating Agreement; Seller, (ii) any resolutions adopted material Legal Requirement, Order or arbitration award to which Seller is a party or by Purchaser’s memberswhich Seller or any of the Purchased Assets is bound, or its board of directors or committees thereof; (iii) any of the terms or requirements provision of any Governmental Approval held by Purchaser or any of its employees or that otherwise relates to Purchaser’s business; or (iv) any provision of a Contract to which Purchaser is a partyMaterial Contract;
(b) give any Governmental Authority or other Person the right to (i) challenge the Transaction; (ii) exercise any material remedy or obtain any relief under any Legal Requirement or any Order to which Purchaser Seller is bound or any of its assets the Purchased Assets is subject; , or (iiiii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate terminate, modify or modify receive any Contract material payment under any Assigned Contract;
(c) result in the imposition or creation of any Encumbrance upon or with respect to which Purchaser is any Purchased Asset (except for a partyPermitted Encumbrance); or
(cd) require Purchaser Seller to obtain any Consent consent or approval from, or make or deliver any material filing or notice to a Governmental Authority, other than reporting under the Securities Exchange Act of 1934.
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No Conflicts; Required Consents. The execution, delivery and performance of this Agreement or any other Transaction Agreement by Purchaser do not and will not (with or without notice or lapse of time):
(a) conflict with, violate or result in any breach of (i) any of the provisions of Purchaser’s ' s Certificate of Formation Incorporation or Operating Agreementbylaws; (ii) any resolutions adopted by Purchaser’s members' s stockholders, or its board of directors or committees thereof; (iii) any of the terms or requirements of any Governmental Approval held by Purchaser or any of its employees or that otherwise relates to Purchaser’s ' s business; or (iv) any provision of a Contract to which Purchaser is a party;
; (b) give any Governmental Authority or other Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Purchaser or any of its assets is subject; or (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate or modify any Contract to which Purchaser is a party; or
(c) require Purchaser to obtain any Consent or make or deliver any filing or notice to a Governmental Authority.
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No Conflicts; Required Consents. The execution, delivery and performance of this Agreement or any other Transaction Agreement to which it is a party by Purchaser and/or Debtco do not and will not (with or without notice or lapse of time):
(a) conflict with, violate or result in any breach of (i) any of the provisions of Purchaser’s Certificate of Formation or Operating AgreementDebtco’s respective organizational documents; or (ii) any resolutions adopted by Purchaser’s members, or Debtco’s respective equity holders or its board respective Board of directors Directors (or committees thereof; (iii) any of the terms or requirements of any Governmental Approval held by Purchaser or any of its employees or that otherwise relates to Purchaser’s business; or (iv) any provision of a Contract to which Purchaser is a partyequivalent governing body);
(b) give any Governmental Authority or other Person the right to (i) challenge the Transaction; or (ii) exercise any remedy or obtain any relief under any Legal Requirement or any Order to which either Purchaser or Debtco or any of its their respective assets is subject; or (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate or modify any Contract to which Purchaser is a party; or
(c) require Purchaser or Debtco to obtain any Consent or make or deliver any filing or notice to a Governmental Authority.
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