No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto, neither the execution nor delivery of this Agreement nor the carrying out of the transactions contemplated hereby will: (a) violate or conflict with any of the terms, conditions or provisions of the certificate of incorporation or bylaws of the Buyer; (b) violate any Legal Requirements applicable to the Buyer; (c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Buyer; (d) result in the creation of any Lien on any properties of the Buyer; or (e) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-party or any Governmental Authority.
Appears in 2 contracts
Samples: Stock Purchase Agreement (McMahon Brian P), Stock Purchase Agreement (FTE Networks, Inc.)
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto, neither Neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate articles of incorporation organization, members agreement, bylaws or bylaws regulations of any member of the BuyerGenuTec Group;
(bii) violate any Legal Requirements applicable to any member of the BuyerGenuTec Group;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the BuyerGenuTec Group;
(div) result in the creation of any Lien lien, charge or other encumbrance on any properties property of the BuyerGenuTec Group; or
(ev) require any member of the Buyer GenuTec Group to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GenuTec Business Solutions, Inc.), Agreement and Plan of Merger (GenuTec Business Solutions, Inc.)
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto4.3, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the Buyer’s certificate of incorporation formation or bylaws of the Buyeroperating agreement;
(bii) violate any Legal Requirements applicable to the Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on any properties property of the Buyer; or
(ev) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kulicke & Soffa Industries Inc)
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto4.03, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate of incorporation or bylaws of the Buyer's Limited Liability Company Agreement;
(bii) violate any Legal Requirements applicable to the Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on any properties property of the Buyer; or
(ev) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto3.06, neither the execution nor and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate of incorporation charter or bylaws of the BuyerCompany or the Subsidiaries;
(bii) violate any Legal Requirements applicable to the BuyerCompany or the Subsidiaries;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the BuyerCompany or the Subsidiaries, the violation, conflict, breach, default or termination would have a Material Adverse Effect;
(div) result in the creation of any Lien on any properties Assets of the BuyerCompany or the Subsidiaries; or
(ev) require the Buyer Company or the Subsidiaries to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 SCHEDULE 6.03 attached hereto, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the either Buyer's certificate or articles of incorporation or bylaws of the Buyerbylaws;
(bii) violate any Legal Requirements applicable to the either Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the either Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on the shares of capital stock or any properties Property of the either Buyer; or
(ev) require the either Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-non- governmental third-third party or any Governmental AuthorityAuthority that has not been obtained or made.
Appears in 1 contract
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 4.3 hereto, neither the execution nor delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the certificate articles of incorporation or bylaws by-laws of the Buyer;
(b) violate any Legal Requirements applicable to the Buyer;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Buyer;
(d) result in the creation of any Lien Encumbrance on any properties of the Buyer; or
(e) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-party or any Governmental Authority.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Xspand Products Lab, Inc.)
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 4.3 hereto, neither the execution nor delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the certificate of incorporation or bylaws of the Buyer;
(b) violate any Legal Requirements applicable to the Buyer;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Buyer;
(d) result in the creation of any Lien on any properties of the Buyer; or
(e) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-party or any Governmental Authority.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Neogenomics Inc)
No Default or Consents. Except as otherwise set forth in Buyer on Schedule 5.4 hereto4.4, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate Buyer’s or any of its Subsidiaries’ articles of incorporation or bylaws of the Buyerbylaws;
(bii) violate any Legal Requirements applicable to the BuyerBuyer or any of its Subsidiaries;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the BuyerBuyer or any of its Subsidiaries;
(div) result in the creation of any Lien lien, charge or other encumbrance on any properties property of the BuyerBuyer or any of its Subsidiaries; or
(ev) require the Buyer or any of its Subsidiaries to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
Samples: Merger Agreement (Spectrum Sciences & Software Holdings Corp)
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto4.03, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate Buyer's Articles of incorporation Incorporation or bylaws of the Buyerbylaws;
(bii) violate any Legal Requirements applicable to the Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Buyer;
(div) result in the creation of any Lien on any properties property of the Buyer; or
(ev) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto, neither Neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the certificate Certificate of incorporation Incorporation or bylaws of Buyer, as amended through the Buyerdate hereof;
(b) violate any Legal Requirements applicable to the Buyer;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the Buyer;
(d) result in the creation of any Lien on any properties of the Buyer; or
(ed) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto5.03, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate Buyer's articles of incorporation or bylaws of the Buyerbylaws;
(bii) violate any Legal Requirements applicable to the Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on the shares of capital stock or any properties Property of the Buyer; or
(ev) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-nongovernmental third party or any Governmental Authority.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Neff Corp)
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto, neither Neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(a) if such Debt Holder is not a natural person, violate or conflict with any of the terms, conditions or provisions of the certificate of incorporation or bylaws of the Buyersuch Debt Holder’s charter, organizational and/or governing documents;
(b) violate any Legal Requirements applicable to the Buyersuch Debt Holder;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract material contract or Permit binding upon or material permit applicable to the Buyersuch Debt Holder;
(d) result in the creation of any Lien on any properties property or asset of the Buyersuch Debt Holder; or
(e) require the Buyer such Debt Holder to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto4.3, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate Buyer's Articles of incorporation Incorporation or bylaws of the Buyerbylaws;
(bii) violate any Legal Requirements applicable to the Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on any properties property of the Buyer; or
(ev) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto4.03, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate Buyer's Articles of incorporation Incorporation or bylaws or Acquisitions Sub's Certificate of the BuyerIncorporation and bylaws;
(bii) violate any Legal Requirements applicable to the BuyerBuyer or Acquisition Sub;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the BuyerBuyer or Acquisition Sub;
(div) result in the creation of any Lien lien, charge or other encumbrance on any properties Property of the BuyerBuyer or Acquisition Sub; or
(ev) require the Buyer or Acquisition Sub to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract
No Default or Consents. Except as otherwise set forth in Buyer Schedule 5.4 hereto4.03, neither the execution nor and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(ai) violate or conflict with any of the terms, conditions or provisions of the certificate Buyer's Articles of incorporation Incorporation or bylaws of the Buyerbylaws;
(bii) violate any Legal Requirements applicable to the Buyer;
(ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract contract or Permit binding upon or applicable to the Buyer;
(div) result in the creation of any Lien lien, charge or other encumbrance on any properties property of the Buyer; or
(ev) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority.
Appears in 1 contract