No Conflicts, Violations or Breaches Sample Clauses

No Conflicts, Violations or Breaches. The execution and delivery of this Agreement by Purchaser, the performance of Purchaser’s obligations hereunder, the consummation of the transactions contemplated hereby and the compliance with the terms hereof (a) do not conflict with or contravene any judgment, order, decree, rule, regulation, statute or other law or restriction of any court, government or governmental agency to which Purchaser is, or its properties or assets are, subject or by which Purchaser is, or its properties or assets are, bound; (b) do not conflict with, contravene, result in a breach of any terms of, or constitute a default under, any provision of any material contract to which Purchaser is a party or by which any of its properties or assets are bound; and (c) do not violate any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Purchaser, or any permit, license, or approval of any governmental authority.
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No Conflicts, Violations or Breaches. Execution and delivery of this Agreement by Buyer and its performance of the obligations hereunder, including consummation of the Transaction, do not conflict with or contravene (i) any provision of Buyer's Articles of Incorporation or Bylaws; (ii) any judgment, order or decree binding on or affecting Buyer; or (iii) any law, ordinance, regulation or rule, or any order or restriction of any court, governmental body or agency, to which Buyer is subject or bound.
No Conflicts, Violations or Breaches. Sellers' execution and delivery of this Agreement and performance of the obligations hereunder, including consummation of the Transaction, do not conflict with, contravene or constitute a material default, violation or breach under any of the following: (i) any judgment, order or decree of any court, governmental body or agency that binds or affects any Seller; (ii) any law, ordinance, regulation or rule of any governmental body or agency, to which any Seller, any Asset or the Business is subject; or (iii) any agreement, or other instrument, to which any Seller is a party.
No Conflicts, Violations or Breaches. The execution and delivery of this Agreement and each of the Sellers Ancillary Documents by Sellers and by Company, the performance by Sellers and Company of their respective obligations hereunder and thereunder, and the consummation of the Transactions contemplated hereby and the compliance with the terms hereof and thereof (a) do not conflict with or contravene any (i) provisions of Company's articles of organization or operating agreement or (ii) judgment, order, decree, rule, regulation, statute or other law or restriction of any court, government or governmental agency to which Sellers or Company are, or their respective properties or assets are, subject or by which Sellers or Company are, or their respective properties or assets are, bound; (b) except as set forth in Section 3.3 of the Disclosure Schedule, do not conflict with, contravene, result in a breach of any terms of, or constitute a default under, any provision of any Contract to which Sellers or Company are a party or by which any of their respective properties or assets are bound; (c) will not result in the creation of any restriction or Encumbrance on the properties or assets of Company, other than restrictions and Encumbrances created under the Ancillary Documents; (d) does not violate any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Sellers or Company, or any permit, license or approval of any Governmental Authority; or (e) except as set forth in Section 3.3 of the Disclosure Schedule, do not require any notice to, or consent, approval, order or authorization of, or the registration, declaration or filing with, any Person.
No Conflicts, Violations or Breaches. The execution and delivery of this Agreement and each of the Buyer Ancillary Documents by Parent and Buyer, the performance of Parent's and Buyer's obligations hereunder and thereunder, and the consummation of the Transactions contemplated hereby and the compliance with the terms hereof and thereof (a) do not conflict with or contravene any (i) provisions of Buyer's or Parent's articles of incorporation or bylaws or (ii) judgment, order, decree, rule, regulation, statute or other law or restriction of any court, government or governmental agency to which Buyer or Parent are, or their respective properties or assets are, subject or by which Buyer or Parent are, or their respective properties or assets are, bound; (b) do not conflict with, contravene, result in a breach of any terms of, or constitute a default under, any provision of any material contract to which Buyer or Parent is a party or by which any of their respective properties or assets are bound; (c) will not result in the creation of any restriction or Encumbrance on the properties or assets of Buyer or Parent, other than restrictions and Encumbrances created under the Ancillary Documents or which, in the aggregate, will not result in a material diminution of the value or utility of such properties and assets; and (d) does not violate any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Buyer or Parent, or any permit, license or approval of any Governmental Authority (except that under no circumstances in this Agreement are Buyer and Parent representing and warranting to Sellers that Company's customer contracts, the court orders relating to Company's customer contracts and the disinterested party affidavits are not and will not be adversely affected by the sale of the Membership Interests to Buyer).

Related to No Conflicts, Violations or Breaches

  • No Conflicts or Violations None of the (i) offering, issuance and sale by the Partnership and EPO of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

  • No Conflicts; No Violation The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect).

  • No Conflicts and No Violation The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its property that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

  • WAIVER OR BREACH It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

  • No Conflicts or Defaults The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of the Company or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which the Company is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest (“Liens”) upon any of the assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

  • No Conflict, Breach, Violation or Default The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investor through the XXXXX system), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties is subject.

  • No Violation or Breach The execution and performance of this Agreement will not:

  • No Conflict or Breach The execution, delivery and performance of this Agreement and any other agreements or documents contemplated hereby and the consummation by the Buyer of the transactions contemplated hereby or thereby do not and will not:

  • No Breach or Violation Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreements, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the Amended and Restated Certificate of Incorporation, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties; except in the case of clauses (ii) and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”) and that would not, individually or in the aggregate, have a Material Adverse Effect on the ability of the Underwriters to consummate the transactions contemplated by this Agreement.

  • Remedies for Breach of Restrictive Covenant The Executive acknowledges that the restrictions contained in Sections 4 and 6(a) of this Agreement are reasonable and necessary for the protection of the legitimate business interests of the Employer, that any violation of these restrictions would cause substantial injury to the Employer and such interests, that the Employer would not have entered into this Agreement with the Executive without receiving the additional consideration offered by the Executive in binding himself to these restrictions and that such restrictions were a material inducement to the Employer to enter into this Agreement. In the event of any violation or threatened violation of these restrictions, the Employer, in addition to and not in limitation of, any other rights, remedies or damages available to the Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by the Executive and any and all persons directly or indirectly acting for or with him, as the case may be.

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