No Consents or Conflicts. Except as set forth on SCHEDULE 4.2, no consent of, or filing with, any governmental authority or third party is required in connection with the execution, delivery or performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Seller or the Shareholder in connection herewith. Neither the execution or delivery nor the performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Seller or the Shareholder in connection herewith conflicts with, violates or results in any breach of: (i) any judgment, decree, order, statute, rule or regulation applicable to Seller or the Shareholder, (ii) any agreement or instrument to which Seller or the Shareholder is a party or by which Seller or any of its assets is bound, or (iii) any provision of the Articles of Incorporation or the By-Laws of Seller.
No Consents or Conflicts. No consent of, or filing with, any governmental authority or third party is required in connection with the execution, delivery or performance of this Agreement by Buyer or New Horizons which has not been obtained or made or which will be obtained or made before due. Neither the execution or delivery nor the performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Buyer or New Horizons in connection herewith conflicts with, violates or results in any breach of: (i) any judgment, decree, order, statute, rule or regulation applicable to Buyer or New Horizons, (ii) any agreement to which Buyer or New Horizons is a party or by which either of them is bound, or (iii) any provision of the Certificate of Incorporation or the By-Laws of Buyer or New Horizons.
No Consents or Conflicts. Consultant warrants to the Company that Consultant is in a position to provide such services in accordance with the provisions, and throughout the whole of the term, of this Agreement without the consent of any other party.
No Consents or Conflicts. None of the offering, issuance and sale of the Units by the Partnership, the execution, delivery or performance of this Agreement by the Partnership Entities and the Xxxxxx Parties, or the consummation of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of or registration, qualification or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except (a) such as may be required for the registration of the Units under the Act, the inclusion of the Units on the NASDAQ National Market, and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for the NASD's clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's Rules of Fair Practice and (b) as disclosed in the Registration Statement, (ii) conflicts with or will conflict with or constitutes or will constitute a breach or violation of, or a default under, the certificate or agreement of limited partnership, limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, the Xxxxxx Parties or CFMSLP, (iii) conflicts with or will conflict with or constitute or will constitute a breach or violation of, or a default under, any Existing Instrument to which any of the Partnership Entities, the Xxxxxx Parties or CFMSLP is a party or by which any of their respective properties may be bound, (iv) violates or will violate any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to any of the Partnership Entities, the Xxxxxx Parties or CFMSLP or any of their properties, or (v) results in or will result in the creation or imposition of any lien, encumbrance, security interest, equity, charge or claim upon any property or assets of any of the Partnership Entities, the Xxxxxx Parties or CFMSLP (other than the Permitted Liens, applicable securities laws and any restrictions set forth in the governing documents of the Partnership Entities, the Xxxxxx Parties or CFMSLP) pursuant to, or requires the consent of any other party to, any Existing Instrument (except as noted above), except in case of (i), (iii), (iv) or (v) above, for such conflicts, breaches, defaults, liens, encumbrances, security interests, charges or claims that will not, ...
No Consents or Conflicts. No consent of, or filing with, any governmental authority or third party is required in connection with the execution, delivery or performance of this Agreement by Buyer or New Horizons. Neither the execution or delivery nor the performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Buyer or New Horizons in connection herewith conflicts with, violates or results in any breach of: (i) any judgment, decree, order, statute, rule or regulation applicable to Buyer, (ii) any material agreement to which Buyer or New Horizons is a party or by which either of them is bound, or (iii) any provision of the Articles of Incorporation or the By-Laws of Buyer or New Horizons.
No Consents or Conflicts. The execution, delivery and performance by such Brooklyn Party of this Agreement and the consummation by such Brooklyn Party of the transactions contemplated hereby: (a) require no consent, waiver, agreement or approval of any Person, except for approval by the NBA and NBA Properties (“NBAP”), which approval is being obtained contemporaneously with the execution of this Agreement, and (b) do not and will not (1) conflict with or violate any provision of the certificate of formation or operating agreement of such Brooklyn Party, (2) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to such Brooklyn Party, or (3) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which such Brooklyn Party is a party or any of its respective properties or assets may be bound, which conflict would prevent such Brooklyn Party’s ability to perform its obligations hereunder; provided, that the Parties acknowledge that the Arena as a venue for NJ Basketball “home” NBA games, the relocation of NJ Basketball to the Arena, and the Arena Lease are subject to NBA approval.
No Consents or Conflicts. Except as set forth on Schedule 3.2: (a) no consent of, or filing with, any Governmental Entity or third party is required in connection with the execution, delivery or performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Shareholder or the Company in connection herewith; and (b) neither the execution or delivery nor the performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Shareholder or the Company in connection herewith conflicts with, violates or results in any breach of: (i) any judgment, decree, order, statute, rule or regulation applicable to Shareholder or the Company, (ii) any material agreement or instrument to which Shareholder or the Company is a party or by which the Company or any of its assets is bound, or (iii) any provision of the Articles of Incorporation or the By-Laws of the Company.
No Consents or Conflicts. No consent of, or filing with, any governmental authority or third party is required in connection with the execution, delivery or performance of this Agreement by Buyer and Merger Sub. Neither the execution or delivery nor the performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Buyer or Merger Sub in connection herewith conflicts with, violates or results in any breach of: (i) any judgment, decree, order, statute, rule or regulation applicable to Buyer or Merger Sub, (ii) any material agreement to which Buyer or Merger Sub is a party or by which Buyer or Merger Sub is bound, or (iii) any provision of the Certificate of Incorporation or Articles of Incorporation, as the case may be, or the By-Laws of Buyer or Merger Sub.
No Consents or Conflicts. Except for the approval of the Bankruptcy Court, no consent of, or filing with, any governmental authority or third party is required in connection with the execution, delivery or performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Seller, Shareholder or MTS in connection herewith. Subject to Bankruptcy Court approval, neither the execution or delivery nor the performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Seller, Shareholder or MTS in connection herewith conflicts with, violates or results in any breach of: (i) any judgment, decree, order, statute, rule or regulation applicable to Seller, Shareholder or MTS, (ii) any instrument to which Seller, Shareholder or MTS is a party or by which Seller or any of its assets is bound, or (iii) any provision of the Articles of Incorporation or the By-Laws of Seller, Shareholder or MTS.
No Consents or Conflicts. No consent of, or filing with, any governmental authority or third party is required in connection with the execution, delivery or performance of this Agreement by Buyer and NCS. Neither the execution or delivery nor the performance of this Agreement or any of the other agreements, instruments or documents to be delivered by or on behalf of Buyer and NCS in connection herewith conflicts with, violates or results in any breach of: (i) any judgment, decree, order, statute, rule or regulation applicable to Buyer or NCS, (ii) any instrument to which Buyer or NCS is a party or by which either is bound, or (iii) any provision of the Articles of Incorporation or the By-Laws of Buyer or NCS.
