No Defaults; No Violation Clause Samples
The "No Defaults; No Violation" clause establishes that, as of a specific date or throughout the term of an agreement, neither party is in default under the contract or any related agreements, and no violations of obligations have occurred. In practice, this clause often requires each party to confirm that they are not breaching any terms, such as payment deadlines or performance requirements, and that no events have happened that would trigger a default. Its core function is to provide assurance to both parties that the agreement is being properly observed, thereby reducing the risk of undisclosed breaches or issues that could undermine the contract's validity or execution.
No Defaults; No Violation. Except as disclosed in the Registration Statement, the Prospectuses and the Pricing Disclosure Package, neither the Company nor any Subsidiaries are in material violation or material default of, nor will the execution of this Agreement, and the performance by the Company of its obligations hereunder, result in any material breach or material violation of, or be in conflict with, or constitute a material default under, or create a state of facts which after notice or lapse of time, or both, would constitute a material default under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any Lien upon any property or assets of the Company or any Subsidiaries pursuant to (i) any term or provision of the constating documents of the Company or any Subsidiaries or any resolution of the directors or shareholders of the Company or any Subsidiaries; (ii) any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease (including for real property) or license to which the Company or any Subsidiaries is a party or bound or to which any of the business, operations, property or assets of the Company or any Subsidiaries is subject (collectively “Company Contracts”); or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any Subsidiaries or their respective businesses, operations or assets, of any court, arbitrator, Governmental Authority (as defined herein) including any Canadian Securities Commission or other authority having jurisdiction over the Company or any of its Subsidiaries.
No Defaults; No Violation. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in a breach of or constitute a default under and do not and will not violate (i) the articles or by-laws (or other constating documents) of the Company or the Subsidiaries, any resolutions of the shareholders or directors of the Company or the Subsidiaries, (ii) the terms of any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money, to which the Company or any of the Subsidiaries is a party or by which any of their property or assets are bound (a “Debt Instrument”) or any material contract, commitment, agreement, joint venture instrument, lease or other document, including a license agreement to which the Company or any of the Subsidiaries is a party or by which any of their property or assets are bound, or (iii) any law, judgment, decree, order, statute, rule or regulation applicable to any of them, except, in the case of clauses (ii) and (iii) above, such a breach, default or violation as would not result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries is (i) in violation of its respective articles or by-laws (or other constating documents), (ii) in default under any existing obligations, agreement, covenant or condition contained in any Debt Instrument or (iii) in violation of any law, judgment, decree, order, statute, rule or regulation applicable to any of them, except, in the case of clauses (ii) and (iii) above, such a default or violation as would not result in a Material Adverse Effect.
No Defaults; No Violation. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in a breach of or constitute a default under and do not and will not violate (i) the terms of any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money, to which the Company or any of the Subsidiaries is a party or by which any of their property or assets are bound (a “Debt Instrument”) or any material contract, commitment, agreement, joint venture instrument, lease or other document, including a license agreement to which the Company or any of the Subsidiaries is a party or by which any of their property or assets are bound, or (ii) any law, judgment, decree, order, statute, rule or regulation applicable to any of them, except such a breach, default or violation as would not result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries is (i) in violation of its respective articles or by-laws (or other constating documents), (ii) in default under any existing obligations, agreement, covenant or condition contained in any Debt Instrument or (iii) in violation of any law, judgment, decree, order, statute, rule or regulation applicable to any of them, except, in the case of clauses (ii) and (iii) above, such a default or violation as would not result in a Material Adverse Effect.