Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder (a) do not conflict with or result in any violation of the charter or bylaws or other constituent documents of Parent, Merger Sub I or Merger Sub II, (b) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (with or without notice or lapse of time or both) under any material indenture, mortgage or loan or any other agreement or instrument to which each of Parent, Merger Sub I or Merger Sub II is a party or by which it is bound or to which properties of Parent, Merger Sub I or Merger Sub II may be subject, and (c) do not violate any existing applicable Law, judgment, order or decree or any Governmental Authority having jurisdiction over the properties of Parent, Merger Sub I or Merger Sub II; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that would not reasonably be expected, individually or in the aggregate, to materially impair or delay the ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements each other Transaction Document to which it Seller, Holdco or any of their respective Subsidiaries is or will be a party party, and the consummation by Seller, Holdco or such Subsidiaries of the transactions contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder (a) do not constitute a breach of, conflict with or result in any violation of any of the charter Organizational Documents of Seller or bylaws or other constituent documents of Parent, Merger Sub I or Merger Sub IIHoldco, (b) except as set forth in Section 3.3 of the Seller Disclosure Letter, with or without notice or lapse of time or both, do not conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination (with or without right of termination), cancellation, modification, creation or acceleration of any right under, require any consent or notice under, or lapse result in the creation of time any Lien (other than a Permitted Lien) upon any of the properties, assets or both) under rights of Seller, Holdco or any of their respective Subsidiaries under, any material indentureContract to which Seller, mortgage or loan Holdco or any other agreement or instrument to which each of Parent, Merger Sub I or Merger Sub II their respective Subsidiaries is a party or by which it Seller, Holdco or any such Subsidiary is bound or to which the properties of ParentSeller, Merger Sub I Holdco or Merger Sub II may be subject, any of their respective Subsidiaries are subject and (c) do not violate any existing applicable Law, judgment, order or decree or of any Governmental Authority having jurisdiction over the properties Seller, Holdco, any of Parenttheir respective Subsidiaries or any of their respective properties; except, Merger Sub I or Merger Sub II; provided, however, that no representation or warranty is made in the foregoing each case of clauses (b) or and (c) with respect to matters that above, as would not reasonably be expectednot, individually or in the aggregate, to materially impair or delay the ability of Parent, Merger Sub I Seller or Merger Sub II 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.

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements to which it the Buyer, Merger Sub I and/or Merger Sub II LLC is or will be a party and the consummation of the Mergers and the other transactions contemplated hereby and thereby by Parentthe Buyer, Merger Sub I and Merger Sub II LLC and performance by each of Parentthe Buyer, Merger Sub I and Merger Sub II LLC of its their respective obligations hereunder and thereunder do not (a) do not conflict with or result in any violation of the charter or bylaws or other constituent respective organizational documents of Parentthe Buyer, Merger Sub I or Merger Sub II, II LLC; (b) do not conflict with, result in a breach of, create in any party thereto the right to terminate or cancel, accelerate, require any consent under, require the offering or making of any payment or redemption under, or result in the creation or imposition of any Encumbrance (other than a breach Permitted Encumbrance) on any property or asset of the Buyer, Merger Sub I or Merger Sub II LLC under any of the terms or provisions of, or constitute a default (with or without notice or lapse of time or both) under any material indenture, mortgage or loan or any other agreement or instrument to which each of Parentthe Buyer, Merger Sub I or Merger Sub II LLC is a party or by which it is bound bound; or to which properties of Parent, Merger Sub I or Merger Sub II may be subject, and (c) do not violate any existing applicable Law, judgment, order or decree or of any Governmental Authority having jurisdiction over the properties of ParentBuyer, Merger Sub I or Merger Sub IIII LLC or any of their respective properties; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to materially impair or delay be material to the ability of ParentBuyer, Merger Sub I or and Merger Sub II to consummate the transactions contemplated herebyLLC, taken as a whole.

No Defaults or Conflicts. The execution 4.5.1. No Event of Default or Potential Default has occurred and delivery is continuing. 4.5.2. No Borrower is a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate restriction which could have a Material Adverse Effect on such Borrower, or affect the ability of such Borrower to carry out its obligations under this Agreement and Agreement. No Borrower is in default in any respect in the Ancillary Agreements performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to its business to which it is a party. No consent or will be a party approval, notice or waiver of any lien, filing or other action is required for the due execution, delivery and performance by the Borrowers, nor to initiate the validity, enforceability or priority of this Agreement or any Transaction Document or any Lien created and granted hereunder or thereunder, except for consents which have been duly and validly obtained and are now in full force and effect or the obtaining of which has been waived in writing by Purchaser. 4.5.3. The execution, delivery and performance by the Borrowers of this Agreement, the Note and the consummation other Transaction Documents, and any of the transactions contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder (a) do not conflict with or result in any violation including without limitation the issuance of the charter Note and the Securities as contemplated herein) does not and will not (i) violate or bylaws or other constituent documents of Parent, Merger Sub I or Merger Sub II, (b) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (with or without the giving of notice or lapse the passage of time or both, any provision of (A) under the respective certificates of incorporation or by-laws of the Borrowers or (B) any material indenturelaw, mortgage or loan or any other agreement or instrument to which each of Parentrule, Merger Sub I or Merger Sub II is a party or by which it is bound or to which properties of Parentregulation, Merger Sub I or Merger Sub II may be subject, and (c) do not violate any existing applicable Laworder, judgment, writ, injunction, decree, agreement, indenture or other instrument applicable to the Borrowers or any of them, or any of their respective properties, (ii) except as contemplated by the Security Agreement, result in, or require, the creation or imposition of any Lien, upon or with respect to any of the Borrowers' properties, assets or revenues now owned or hereafter acquired; (iii) require the consent, waiver, approval, order or decree authorization of, or declaration, registration, qualification or filing with, any Governmental Authority having jurisdiction over the properties of Parent, Merger Sub I Person (whether or Merger Sub II; provided, however, that no representation or warranty is made in the foregoing clauses (bnot a governmental authority and including any shareholder approval) or (civ) cause anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. 4.5.4. The Borrowers have satisfied all judgments and no Borrower is in default with respect to matters that would not reasonably be expectedany judgment, individually writ, injunction, decree, rule or in the aggregateregulation of any court, to materially impair arbitrator, or delay the ability of Parentfederal, Merger Sub I state, municipal, or Merger Sub II to consummate the transactions contemplated hereby.other governmental authority, commission, board, bureau, agency, or instrumentality, domestic or foreign

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder (a) do not conflict with or result in any violation of the charter or bylaws or other constituent documents of Parent, Merger Sub I or Merger Sub II, (b) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (with or without notice or lapse of time or both) under any material Contract, indenture, mortgage or loan or any other agreement or instrument to which each of Parent, Merger Sub I or Merger Sub II is a party or by which it is bound or to which properties of Parent, Merger Sub I or Merger Sub II may be subject, and (c) do not violate any existing applicable Law, judgment, order or decree or of any Governmental Authority having jurisdiction over the properties of Parent, Merger Sub I or Merger Sub II; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that would not reasonably be expected, individually or in the aggregate, to materially impair or delay the ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery of this Agreement the Transaction Documents to be executed and the Ancillary Agreements to which it is or will be a party delivered by each Seller and the consummation of the transactions contemplated hereby and thereby Transactions by Parent, Merger Sub I and Merger Sub II such seller and performance by each of Parent, Merger Sub I and Merger Sub II such Seller of its obligations hereunder and thereunder under the Transaction Documents (a) do not conflict with or result in any violation of or constitute a default under the charter or bylaws by‑laws, or other constituent documents equivalent organizational documents, of Parent, Merger Sub I the Seller or Merger Sub IIany Foreign Subsidiary, (b) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (with or without notice or whether after the giving of notice, lapse of time or both) under under, or give rise to a right of termination of, any material indentureMaterial Contract, mortgage Permit or loan obligation (other than Leases or the agreements set forth in Seller Disclosure Schedule 5.5), to which such Seller or any other agreement or instrument to which each of Parent, Merger Sub I or Merger Sub II the Foreign Subsidiaries is a party or by which it the assets of such Seller or any of the Foreign Subsidiaries is bound or to which properties of Parentbound, Merger Sub I or Merger Sub II may be subject, and (c) do not violate in any respect any existing applicable Law, judgment, order order, authorization or decree or of any Governmental Authority having jurisdiction over such Seller, any Foreign Subsidiary, or any of their respective properties, and (d) do not result in the creation of any Encumbrance on any of the assets or properties of Parentsuch Seller or any Foreign Subsidiary, Merger Sub I other than (i) Encumbrances relating to the transferability of securities under applicable securities Laws (except as a result of a violation of the applicable securities Laws by the applicable Seller) and (ii) Encumbrances created by the Buyers’ or Merger Sub IItheir Affiliate’s acts; provided, however, that no representation or warranty is made in the foregoing clauses (b), (c) or (cd) with respect to matters that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Company Subsidiaries, taken as a whole, or materially impair or delay the any Seller’s or Company Subsidiary’s ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated herebyTransactions.