No Default; No Consent Required; No Restrictions Sample Clauses

No Default; No Consent Required; No Restrictions. Neither Webshots nor ------------------------------------------------ any of its subsidiaries is in material breach or default under any Webshots Material Agreement. Neither Webshots nor any of its subsidiaries is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect on Webshots. Neither Webshots nor any of its subsidiaries has any material liability for renegotiation of government contracts or subcontracts, if any. Except as set forth in Schedule -------- 3.12 to the Webshots Disclosure Letter, no consent or approval of any third ---- party is required to ensure that, following the Effective Time, any Webshots Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Merger or by any other transaction called for by this Agreement or any Webshots Ancillary Agreement. Neither Webshots nor any of its subsidiaries is a party to, and no asset or property of Webshots or any of its subsidiaries is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits (or purports to restrict or prohibit) Webshots or any of its subsidiaries from freely engaging in any business now conducted by any of them or from competing anywhere in the world (including without limitation any contracts, covenants or agreements restricting the geographic area in which Webshots or any of its subsidiaries may sell, license, market, distribute or support any products or technology or provide services, or restricting the markets, customers or industries that Webshots or any of its subsidiaries may address in operating their respective businesses), or includes any grants by Webshots of exclusive licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (a) result in a violation or breach of any of the provisions of any Webshots Material Agreement, (b) give any third party (i) the right to declare a default or exercise any remedy under any Webshots Material Agreement, (ii) the right to a rebate, chargeback, penalty or change in delivery schedule under any Webshots Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of Webshots or any of its subsidiaries under any Webshots Material Agreement, or (iv) the right to canc...
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No Default; No Consent Required; No Restrictions. Neither iFone nor any of its subsidiaries is in material breach, violation or default under any iFone Material Agreement. Except as set forth in Schedule 3.17 to the iFone Disclosure Letter, no consent or approval of any third party is required to ensure that, following the Closing, any iFone Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Exchange or by any other transaction contemplated by this Agreement or any iFone Shareholder Ancillary Agreement. Neither iFone nor any of its subsidiaries is a party to, and no asset or property of iFone or any of its subsidiaries is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits iFone or any of its affiliates from freely engaging in any business now conducted by any of them or from competing anywhere in the world (including without limitation any contracts, covenants or agreements restricting the geographic area in which iFone or any of its subsidiaries may sell, license, market, distribute or support any products or technology or provide services, or restricting the markets, customers or industries that iFone or any of its subsidiaries may address in operating their respective businesses), or includes any grants by iFone of exclusive licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (a) result in a breach, violation or default of any of the provisions of any iFone Material Agreement, (b) give any third party (i) the right to declare a default or exercise any remedy under any iFone Material Agreement, (ii) the right to a rebate, chargeback, penalty or other material change in terms under any iFone Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of iFone or any of its subsidiaries under any iFone Material Agreement, or (iv) the right to cancel, terminate or modify any iFone Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had, and could not reasonably be expected to result in a Material Adverse Change to iFone. Neither iFone nor any subsidiary of iFone has received any notice or other communication regarding any actual or possible material breach or violation of, or default under, any iFone Material...
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No Default; No Consent Required; No Restrictions. Atom is not in breach or default under any Atom Material Agreement. Atom has no material liability for renegotiation of government contracts or subcontracts, if any. Except as set forth in Schedule 3.12 to the Atom Disclosure Letter, no consent, notice or approval of any third party is required to ensure that, following the Effective Time, any Atom Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Merger or by any other transaction called for by this Agreement or any Atom Ancillary Agreement. Atom is not a party to, and no asset or property of Atom is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits, purports to restrict or prohibit, Atom or, following the Effective Time, Shockwave, from freely engaging in any business now conducted or contemplated by Atom or from competing anywhere in the world (including any contracts, covenants or agreements restricting the geographic area in which Atom may sell, license, market, distribute or support any products or technology or provide services; or restricting the markets, customers or industries that Atom may address in operating its business; or restricting the prices which Atom may charge for its products or technology or services), or includes any grants by Atom of exclusive rights or licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (a) result in a violation or breach of any of the provisions of any Atom Material Agreement, or (b) to Atom's knowledge, give any third party (i) the right to declare a default or exercise any remedy under any Atom Material Agreement, (ii) the right to a rebate, chargeback, penalty or change in delivery schedule under any Atom Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of Atom under any Atom Material Agreement, or (iv) the right to cancel, terminate or modify any Atom Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect on Atom. Atom has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, an...
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No Default; No Consent Required; No Restrictions. Neither Macrospace nor any of its subsidiaries is in material breach, violation or default under any Macrospace Material Agreement. To the knowledge of Macrospace, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time), except as disclosed in Schedule 3.5 of the Macrospace Disclosure Letter, will, or could reasonably be expected to, (a) result in a breach, violation or default on the part of Macrospace of any of the provisions of any Macrospace Material Agreement, (b) give any other party(ies) to such Macrospace Material Agreement (i) the right to declare a default by Macrospace or exercise any remedy under any Macrospace Material Agreement, (ii) the right to a rebate, chargeback or penalty under any Macrospace Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of Macrospace or any of its subsidiaries under any Macrospace Material Agreement, or (iv) the right to cancel or terminate any Macrospace Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights, individually or in the aggregate, that have not had, and could not reasonably be expected to result in, a Material Adverse Change to Macrospace. Neither Macrospace nor any subsidiary of Macrospace has received any written notice regarding any actual or possible material breach or violation of, or default under, any Macrospace Material Agreement.
Sample 1
No Default; No Consent Required; No Restrictions. The Company is not in any respect in breach of or default under any Company Agreement which breach or default would have a Material Adverse Effect on the Company. Except as set forth in Item 2.12, the Company has not received any notice or other communication regarding any such actual or possible breach of, or default under, any Company Agreement. The Company does not have any liability for renegotiations of government Contracts or subcontracts. Except as set forth in Item 2.12, no consent, waiver, or approval of any third party is required to ensure that, following the Effective Time, any Company Agreement will continue to be in full force and effect without any breach, default or violation thereof caused by virtue of the Merger or by any of the Transactions or Transactional Agreements. Except as set forth in Item 2.12, the Company is not a party to, and no asset or property of the Company is bound or affected by, any Order, Contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits (or purports to restrict or prohibit) the Company from making material acquisitions of property or freely engaging at any time in any business now conducted by any of them or from competing anywhere in the world (including without limitation any Orders, Contracts, covenants or agreements restricting the geographic area in which the Company may sell, license, market, distribute or support any products or technology or provide services, or restricting the markets, customers or industries that the Company may address in operating their respective businesses), or includes any grants by the Company of exclusive licenses.
Sample 1

Related to No Default; No Consent Required; No Restrictions

  • No Default; No Waiver Except for payment delinquencies continuing for a period of not more than 30 days as of the Cut-Off Date, the records of the Servicer did not disclose that any default, breach, violation or event permitting acceleration under the terms of the Receivable existed as of the Cut-Off Date or that any continuing condition that with notice or lapse of time, or both, would constitute a default, breach, violation or event permitting acceleration under the terms of the Receivable had arisen as of the Cut-Off Date and the Seller has not waived any of the foregoing.

  • No Conflict; No Default Neither the execution, delivery and performance of this agreement nor the consummation by the party of the transactions contemplated in this agreement will conflict with, violate or result in a breach of (a) any law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, applicable to such party, (b) any term, condition or provision of the articles of incorporation, certificate of limited partnership, certificate of organization, bylaws, partnership agreement or limited liability company agreement (or other governing documents) of such party or of any material agreement or instrument to which such party is or may be bound or to which any of its material properties or assets is subject.

  • Program Requirements Provided At No Charge to the Judicial Council A. The Contractor shall provide the following items during the Program at no charge to the Judicial Council:

  • Compliance with Laws and Agreements; No Default Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirements of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

  • Documents, fees and no default Each Lender's obligation to contribute to the Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

  • No Changes that Materially Affect Obligations Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC Trust hereunder without the prior written approval of PFPC Trust, which approval shall not be unreasonably withheld or delayed.

  • Confirmation of no default The Borrower will, within 2 Business Days after service by the Lender of a written request, serve on the Lender a notice which is signed by 2 directors of the Borrower and which: (a) states that no Event of Default or Potential Event of Default has occurred; or (b) states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions:

  • No Obligation to Mitigate Damages; No Effect on Other Contractual Rights (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise. (b) The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Executive's existing rights, or rights which would accrue solely as a result of the passage of time, under any benefit plan, incentive plan or stock option plan, employment agreement or other contract, plan or arrangement.

  • Certificate of No Default A certificate signed by an appropriate officer of Borrower to the effect that: (A) no Event of Default or Unmatured Event of Default has occurred and is continuing or will result from the making of the first Loan; and (B) the representations and warranties of Borrower contained herein are true and correct as at the date of the first Loan as though made on that date.

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