Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. No Consents other than those set forth in Section 5.3 of the Buyer Disclosure Schedule are required with respect to the execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transaction by Parent and Buyer. The execution, delivery and performance of this Agreement and the other Transaction Documents by Parent and Buyer do not and will not, with or without notice or lapse of time: (a) conflict with or violate the Certificate of Incorporation or bylaws or equivalent organizational documents of Parent or Buyer; (b) conflict with or violate any Legal Requirement applicable to Parent or Buyer or by which any property or asset of Parent or Buyer is bound or affected, except where the existence of such conflict or violation would not, individually or in the aggregate, have a Material Adverse Effect; (c) assuming the Consents listed in Section 5.3 of the Buyer Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any property or asset of Parent or Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except where the existence of such breach, default or right or the creation of such Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect; (d) violate or conflict with any other material restriction of any kind or character to which Parent or Buyer is subject, except where the existence of such violation or conflict would not, individually or in the aggregate, have a Material Adverse Effect; or (e) require Parent or Buyer to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Cardium Therapeutics, Inc.), Asset Purchase Agreement (Cardium Therapeutics, Inc.)

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No Conflicts; Required Consents. (a) No Consents other than those set forth in Section 5.3 4.3 of the Buyer Seller Disclosure Schedule are required with respect to the Seller’s execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the Transaction by Parent and BuyerTransaction. The execution, delivery and performance of this Agreement and the other Transaction Documents by Parent and Buyer Seller do not and will not, with or without notice or lapse of time: : (ai) conflict with or violate the Certificate Seller’s Articles of Incorporation or bylaws or equivalent organizational documents of Parent or Buyer; documents; (bii) conflict with or violate any Legal Requirement applicable to Parent or Buyer Seller or by which any property or asset of Parent or Buyer Seller is bound or affected, except where the existence of such conflict or violation would not, individually or in the aggregate, have a Material Adverse Effect; ; (ciii) assuming the Consents listed in Section 5.3 4.3 of the Buyer Seller Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any property or asset of Parent or Buyer Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation including without limitation, the BSC Agreement, except where the existence of such breach, default or right or the creation of such Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect; ; (div) violate or conflict with any other material restriction of any kind or character to which Parent or Buyer Seller is subject, except where the existence of such violation or conflict would not, individually or in the aggregate, have a Material Adverse Effect; or or (ev) require Parent or Buyer Seller to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority. (b) Without limiting the foregoing, (i) Seller does not have any ongoing obligations or commitments to BSC (other than as set forth in Section 9.4 “Survival of Certain Terms” of the Securities Purchase Agreement by and between Seller and BSC and as set forth in Section 9.4(c) “Effect of Termination” of the Distribution Agreement by and between Seller and BSC) and (ii) the execution, delivery and performance of this Agreement and the other Transaction Documents by Seller do not and will not, with or without notice or lapse of time, violate or otherwise conflict with any rights that BSC may hold as a holder of Seller’s Preferred Stock.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cardium Therapeutics, Inc.)

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