Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. The execution and delivery of this Agreement and the other Parent Documents and the consummation of the transactions contemplated hereby and thereby by Xxxxxx and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder do not and will not: (a) contravene or conflict with, or result in any violation or breach of, the Organizational Documents of either Parent or Merger Subs, (b) contravene or conflict with, or result in any violation or breach of, any of the terms or provisions of, or constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, or result in the creation of any Encumbrance on any property, asset or right of Parent or Merger Subs, pursuant to any Contract to which Parent or any Merger Sub is a party or by which Parent or any Merger Sub or their respective properties, assets or rights may be bound or affected; or (c) assuming that all Governmental Authorizations in Section 5.5 have been obtained or made, result in any violation or breach of any existing applicable Law or Order of any Governmental Authority having jurisdiction over Parent or Merger Subs or any of their respective properties, except, in the case of clauses (b) and (c), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations or cancellations that, in each case, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Subs to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery by the Company of this Agreement and the other Parent Documents Ancillary Agreements to which the Company is a party does not, and the performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby by Xxxxxx and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder do not and the Company will not: , (ai) contravene conflict with or violate any provision of the Company’s charter or bylaws or any equivalent organizational or governing documents of any of its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and permits described in clauses (i), (ii) and (iii) of Section 4.7 have been obtained, all filings and notifications described in clauses (i), (ii) and (iii) of Section 4.7 have been made and any waiting periods thereunder have terminated or expired, conflict withwith or violate in any material respect any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, or (iii) require any consent or approval under, result in any violation breach of or breach of, the Organizational Documents any loss of either Parent any benefit or Merger Subs, (b) contravene or conflict with, or result increase in any violation cost or breach of, obligation of the Company or any of the terms or provisions ofits Subsidiaries under, or constitute a default (or an event that, which with or without notice or lapse of time or both, both would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendmentacceleration, modification, acceleration payment or cancellation (with or without notice or the lapse of time or both) of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increasedright of purchase, guaranteed, accelerated first offer or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, forced sale under or result in the creation of any Encumbrance a Lien (other than a Permitted Lien) on any propertymaterial property or asset of the Company or any Subsidiary of the Company pursuant to, asset any material note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or right of Parent or Merger Subs, pursuant to any Contract other legally binding obligation to which Parent or any Merger Sub is a party or by which Parent or any Merger Sub or their respective properties, assets or rights may be bound or affected; or (c) assuming that all Governmental Authorizations in Section 5.5 have been obtained or made, result in any violation or breach of any existing applicable Law or Order of any Governmental Authority having jurisdiction over Parent or Merger Subs the Company or any of their respective properties, except, in the case of clauses (b) and (c), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations or cancellations that, in each case, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Subs to consummate the transactions contemplated herebyits Subsidiaries is a party.

No Defaults or Conflicts. The execution authorization, execution, delivery and delivery performance by the Company of this Agreement and the other Parent Documents each Transaction Document to which it is a party and the consummation by the Company and the Company Subsidiaries of the transactions contemplated hereby and thereby by Xxxxxx and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder Contemplated Transactions do not and will not: (a) contravene assuming the taking of each action by (including obtaining each necessary authorization, consent or approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, in each case as disclosed on Schedule 5.4, conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Law applicable to the Company, the Company Subsidiaries, the Business or the Assets; or (b) conflict with, or result in any violation or breach of, the Organizational Documents of either Parent or Merger Subs, (b) contravene or conflict with, or result in any violation or breach of, any of the terms or provisions of, or constitute a default (or an event thatwhich, with or without notice or lapse of time or both, would become constitute a default) under, or give rise to any right of termination, cancellation or acceleration or the loss of any benefit under, or cause the Company to incur any Change of Control Payment obligation under, or require any consent of consent, approval or waiver from or notice to any Person (except for any Governmental Authorities for which the representations in Section 5.4 are applicable) (whether after the giving of notice, lapse of time or both) pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, or result in the creation of any Encumbrance on upon or forfeiture of any propertyof the rights, asset properties, Equity Interests or right Assets of Parent or Merger Subs, pursuant to any Contract to which Parent the Company or any Merger Sub is a party Company Subsidiary under, any of the terms, conditions or by which Parent or provisions of (i) the Organizational Documents of the Company, (ii) except as set forth on Schedule 5.3, any Merger Sub or their respective propertiesMaterial Contract, assets or rights may be bound or affected; or (ciii) assuming that all Governmental Authorizations in Section 5.5 have been obtained or madeany Law, result in any violation or breach of any existing applicable Law rule, regulation, or Order of any Governmental Authority having jurisdiction over Parent the Company; provided, however, that no representation or Merger Subs or any of their respective properties, except, warranty is made in the case of foregoing clauses (bii) and or (c), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations or cancellations iii) with respect to matters that, in each case, would not, individually or in the aggregate, reasonably would not be expected materially adverse to preventthe Company and the Company Subsidiaries, materially delay taken as a whole, or materially impair to the ability of Parent or Merger Subs the Company and the Company Subsidiaries to consummate the transactions contemplated herebyContemplated Transactions.

No Defaults or Conflicts. The execution authorization, execution, delivery and delivery performance by the Seller of this Agreement and the other Parent Documents each Transaction Document to which it is a party and the consummation by the Seller of the transactions contemplated hereby and thereby by Xxxxxx and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder Contemplated Transactions do not and will not: (a) contravene assuming the taking of each action by (including obtaining each necessary authorization, consent or approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, in each case as disclosed on Schedule 4.4, conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Law applicable to the Seller or its business or assets; or (b) conflict with, or result in any violation or breach of, the Organizational Documents of either Parent or Merger Subs, (b) contravene or conflict with, or result in any violation or breach of, any of the terms or provisions of, or constitute a default (or an event thatwhich, with or without notice or lapse of time or both, would become constitute a default) under, or give rise to any right of termination, cancellation or acceleration, or the loss of any benefit under, or require any consent of consent, approval, or waiver from or notice to any Person (except for any Governmental Authorities for which the representations in Section 4.4 are applicable) (whether after the giving of notice, lapse of time or both) pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, or result in the creation of any Encumbrance on upon or forfeiture of any propertyof the rights, asset or right of Parent or Merger Subs, pursuant to any Contract to which Parent or any Merger Sub is a party or by which Parent or any Merger Sub or their respective properties, Equity Interests or assets of the Seller under, any of the terms, conditions or rights may be bound provisions of (i) the Organizational Documents of the Seller, (ii) except as set forth on Schedule 4.3, any Contract, lease or affected; license of the Seller or (ciii) assuming that all Governmental Authorizations in Section 5.5 have been obtained or madeany Law, result in any violation or breach of any existing applicable Law rule, regulation, or Order of any Governmental Authority having jurisdiction over Parent the Seller; provided, however, that no representation or Merger Subs or any of their respective properties, except, warranty is made in the case of foregoing clauses (bii) and or (c), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations or cancellations iii) with respect to matters that, in each case, would not, individually or in the aggregate, reasonably would not be expected materially adverse to preventthe Seller, materially delay taken as a whole, or materially impair to the ability of Parent or Merger Subs the Seller to consummate the transactions contemplated herebyContemplated Transactions.

No Defaults or Conflicts. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the other Parent Documents performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby by Xxxxxx Parent and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder do not and Sub will not: , (ai) contravene conflict with or violate any provision of Parent’s articles of incorporation or bylaws or any equivalent organizational or governing documents of any of its Subsidiaries (including Merger Sub), (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.3(b) and 5.4 have been obtained, all filings and notifications described in Section 5.3(b) and 5.4 have been made and any waiting periods thereunder have terminated or expired, conflict withwith or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound, or (iii) require any consent or approval under, result in any violation breach of or breach of, the Organizational Documents any loss of either any benefit or material increase in any cost or obligation of Parent or Merger Subs, (b) contravene or conflict with, or result in any violation or breach of, any of the terms or provisions ofits Subsidiaries under, or constitute a default (or an event that, which with or without notice or lapse of time or both, both would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation (with or without notice or the lapse of time or both) of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increasedright of purchase, guaranteed, accelerated first offer or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, forced sale under or result in the creation of any Encumbrance a Lien (other than Permitted Liens) on any property, property or asset or right of Parent or Merger Subsany Subsidiary of Parent pursuant to, pursuant to any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent or any Merger Sub of its Subsidiaries is a party or by which Parent or any Merger Sub or their respective properties, assets or rights may be bound or affected; or (c) assuming that all Governmental Authorizations in Section 5.5 have been obtained or made, result in any violation or breach of any existing applicable Law or Order of any Governmental Authority having jurisdiction over Parent or Merger Subs or any of their respective propertiesparty, except, in the case of as to clauses (bii) and (ciii), respectively, for any such conflicts, violations, breaches, defaults, loss of benefits, additional payments defaults or other liabilities, alterations, terminations, amendments, accelerations or cancellations that, in each case, would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to prevent, materially delay or materially impair the ability of have a Parent or Merger Subs to consummate the transactions contemplated herebyMaterial Adverse Effect.

No Defaults or Conflicts. The execution and delivery by the Seller of this Agreement and the other Parent Documents Ancillary Agreements to which the Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby by Xxxxxx and Merger Subs the Seller and performance by Xxxxxx and Merger Subs the Seller of their respective its obligations hereunder and thereunder do not and will not: (a) contravene conflict with or conflict with, or result in any violation or breach of, violate the Organizational Documents of either Parent or Merger Subs, the Seller; (b) contravene or except as set forth in Section 4.3 of the Disclosure Letter, conflict with, violate or result in any violation or a material breach of, of any of the terms or provisions of, or constitute a default (or an event thatunder, in any case with or without notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, suspension, amendment, modificationrevocation, cancellation or acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, or result in the creation of any Encumbrance on any property(other than a Permitted Encumbrance) under, asset or right of Parent or Merger Subs, pursuant to any Contract or Permit to which Parent the Seller or any Merger Sub member of the Company Group is a party or by which Parent the Seller or any Merger Sub member of the Company Group is bound or their respective properties, to which the Seller’s or any member of the Company Group’s properties or assets or rights may be bound or affectedany of the Purchased Interests are subject; or (c) assuming that all Governmental Authorizations filings and consents necessary for the consummation of the transactions contemplated hereby as set forth in Section 5.5 5.6 of the Disclosure Letter shall have been been, as relevant, obtained or mademade (and assuming the truth and accuracy of the representations and warranties of the Buyer in Article 6), violate, conflict with or result in a breach or default under any violation or breach of any existing applicable Law or Order applicable to the Seller or any member of any Governmental Authority having jurisdiction over Parent or Merger Subs the Company Group or any of their respective propertiesthe Seller’s or any member of the Company Group’s properties or assets or any of the Purchased Interests, except, in the case of the foregoing clauses (b) and (c), for any conflictswhere the conflict, violationsviolation, breachesbreach, defaultsdefault, loss of benefitsacceleration, additional payments termination, suspension, revocation, modification, cancellation, failure to give notice, obtain consent or other liabilitiesEncumbrance, alterations, terminations, amendments, accelerations or cancellations that, in each caseas applicable, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or (x) materially impair the Seller’s ability of Parent or Merger Subs to consummate the transactions contemplated herebyhereby and by the applicable Ancillary Agreements or (y) have a Company Material Adverse Effect.

No Defaults or Conflicts. Except as referred to in the Company's annual report for the year ended December 31, 2001 filed on Form 10-K with the Securities and Exchange Commission, the Company is not in violation of, or default in any material respect (and is not in default in any respect regarding any Indebtedness) under, any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The execution Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). The execution, delivery and delivery performance by the Company of this Agreement and the other Parent Documents and the consummation any of the transactions contemplated hereby and thereby by Xxxxxx and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder do not and will not: not (ai) contravene violate or conflict with, or result in any violation or breach of, the Organizational Documents of either Parent or Merger Subs, (b) contravene or conflict with, or result in any violation or breach of, any of the terms or provisions of, or constitute a default (or an event that, with or without the giving of notice or lapse the passage of time or both, would become a defaultany provision of (A) underthe certificate of incorporation or bylaws of the Company, require (B) any consent of law, rule, regulation or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition order of any fees federal, state, county, municipal or penalties underother governmental authority, require the offering (C) any judgment, writ, injunction, decree, award or making other action of any payment court or redemption under, give rise to any increased, guaranteed, accelerated governmental authority or additional rights or entitlements of any Person underarbitrator(s), or otherwise adversely affect (D) any rights agreement, indenture or other instrument applicable to the Company or any of Parent or Merger Subs underits respective properties, or (ii) result in the creation of any Encumbrance on Lien upon any property, asset or right of Parent or Merger Subs, pursuant to any Contract to which Parent or any Merger Sub is a party or by which Parent or any Merger Sub or their respective the Company's properties, assets or rights may be bound revenues, except as provided in the Note and Loan Agreement, (iii) require the consent, waiver, approval, order or affected; authorization of, or declaration, registra- tion, qualification or filing with, any Person (cwhether or not a governmental authority and including, without limitation, any shareholder approval) assuming that all Governmental Authorizations in Section 5.5 (other than any necessary approvals which have been obtained prior to the Closing Date), or made, result in any violation or breach (iv) cause antidilution clauses of any existing applicable Law outstanding securities to become operative or Order give rise to any preemptive rights. No provision of any Governmental Authority having jurisdiction over Parent item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or Merger Subs otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under this Agreement, the Certificate of Designations, the Note and Loan Agreement, or any of their respective properties, except, in the case of clauses (b) and (c), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations or cancellations that, in each case, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Subs to consummate the transactions contemplated herebyhereby or thereby. Litigation. ---------- There is no action, suit, proceeding, investigation or claim pending or, to the Company's best knowledge, threatened in law, equity or otherwise before any court, administrative agency or arbitrator which (i) questions the validity of this Agreement, the Certificate of Designations, the Series A Preferred Stock, the Loan Agreement, the Note or the Conversion Shares or any action taken or to be taken pursuant hereto or thereto, (ii) might adversely affect the rights, title or interest of the Series A Preferred Stock, the Note or the Conversion Shares held by Purchaser or (iii) might result in a material adverse change in the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company. There is no action, proceeding, suit or investigation by the Company currently pending or which the Company intends to initiate.

No Defaults or Conflicts. The execution execution, delivery and delivery performance of this Agreement and the each other Parent Documents Transaction Document to which Seller, Holdco or any of their respective Subsidiaries is or will be a party, and the consummation by Seller, Holdco or such Subsidiaries of the transactions contemplated hereby and thereby by Xxxxxx and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder do not and will not: (a) contravene or do not constitute a breach of, conflict with, with or result in any violation or breach of, of any of the Organizational Documents of either Parent Seller or Merger SubsHoldco, (b) contravene or conflict with, or result except as set forth in any violation or breach of, any Section 3.3 of the terms or provisions of, or constitute a default (or an event thatSeller Disclosure Letter, with or without notice or lapse of time or both, would become do not conflict with, or result in a default) breach or violation of any of the terms or provisions of, constitute a default under, result in the termination (or right of termination), cancellation, modification, creation or acceleration of any right under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, or result in the creation of any Encumbrance on Lien (other than a Permitted Lien) upon any propertyof the properties, asset assets or right rights of Parent Seller, Holdco or Merger Subsany of their respective Subsidiaries under, pursuant to any material Contract to which Parent Seller, Holdco or any Merger Sub of their respective Subsidiaries is a party or by which Parent Seller, Holdco or any Merger Sub such Subsidiary is bound or to which the properties of Seller, Holdco or any of their respective properties, assets or rights may be bound or affected; or Subsidiaries are subject and (c) assuming that all Governmental Authorizations in Section 5.5 have been obtained or made, result in any violation or breach of do not violate any existing applicable Law Law, judgment, order or Order decree of any Governmental Authority having jurisdiction over Parent or Merger Subs Seller, Holdco, any of their respective Subsidiaries or any of their respective properties, ; except, in the each case of clauses (b) and (c)) above, for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations or cancellations that, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair or delay the ability of Parent Seller or Merger Subs Holdco to consummate the transactions contemplated herebyby this Agreement. References to Subsidiaries in this Section 3.3 shall not include the Company and its Subsidiaries.