Common use of No Legal Bar; Conflicts Clause in Contracts

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate of incorporation or by-laws of the Company or any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or board, or conflicts with or will result in any breach of any of the terms of or constitute a default under or result in the termination of or the creation of any lien pursuant to the terms of any contract or agreement to which the Company is a party or by which the Company or any of the Assets is bound, except where such violation, conflict, breach, default, termination or lien creation would not have a Material Adverse Effect. No consents, approvals or authorizations of, or filings with, any governmental authority or any other person or entity are required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for required consents, if any, to assignment of permits, certificates, contracts, leases and other agreements as set forth in Exhibit B attached hereto.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Cultural Access Worldwide Inc), Agreement of Purchase and Sale (Cultural Access Worldwide Inc)

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No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate of incorporation or by-laws of the Company Seller or any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or board, or conflicts with or will result in any breach of any of the terms of or constitute a default under or result in the termination of or the creation of any lien pursuant to the terms of any contract or agreement to which the Company Seller is a party or by which the Company Seller or any of the Assets is bound, except where such violation, conflict, breach, default, termination termination, or lien creation would not have a Material Adverse Effect. No consents, approvals or authorizations of, or filings with, any governmental authority or any other person or entity are required in connection with the execution and delivery of this Agreement and Agreement, the consummation of the transactions contemplated herebyhereby and the operation of the Business by the Purchaser (or its designee) subsequent to the Closing, except for required consents, if any, to assignment of permits, certificates, contracts, leases and other agreements as set forth in Exhibit B attached hereto.B.

Appears in 2 contracts

Samples: Agreement (Princeton Dental Management Corp), Agreement of Purchase and Sale (Princeton Dental Management Corp)

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No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate articles of incorporation or by-laws of the Company or any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or board, or conflicts with or will result in any breach of any of the terms of or constitute a default under or result in the termination of or the creation of any lien pursuant to the terms of any contract or agreement to which the Company is a party or by which the Company or any of the Assets is bound, except where such violation, conflict, breach, default, termination or lien creation would not have a Material Adverse Effect. No consents, approvals or authorizations of, or filings with, any governmental authority or any other person or entity are required in connection with the execution and delivery of this Agreement by the Shareholder and the Company and the consummation by the Shareholder of the transactions contemplated hereby, except for required consents, if any, to assignment of permits, certificates, contracts, leases and other agreements as set forth in Exhibit B attached hereto.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Cultural Access Worldwide Inc)

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