Common use of No Legal Bar; Conflicts Clause in Contracts

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement or any other instrument or document required to be executed and delivered by the Company pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, violates any provision of the certificate of incorporation or by-laws of the Company, or, except as set forth on Schedule 3.02 hereto, any statute, ordinance, regulation, order, judgment or decree of any Governmental Authority, 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 or require the payment of any fee under or otherwise affect the continuation, validity or effectiveness of any Permit or any contract or agreement to which the Company is a party or by which the Company or any of the Assets is bound. Except as set forth on Schedule 3.02 hereto, 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 or any other instrument or document required to be executed and delivered by the Company pursuant hereto, or the consummation of the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (U S Wireless Data Inc), Agreement of Purchase and Sale (TNS Inc)

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No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement or any other instrument or document required to be executed and delivered by the Company pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, (a) violates or will violate (i) any provision of the certificate articles of incorporation or by-laws of the Company, or, Company or its bylaws or (ii) except as set forth on Schedule 3.02 3.03 hereto, any statute, ordinance, regulation, rule, policy, instrument, code, directive, guideline, order, judgment or decree of any court or other Governmental AuthorityAuthority or any Permit, or (b) except as set forth on Schedule 3.03 hereto, conflicts with or will conflict with or results in or will result in any breach or modification of any of the terms of or constitutes or will constitute a default under or results in or will result in the termination of or the creation of any Lien Lien, acceleration right or other right pursuant to the terms of any Contract or require the payment of Permit, or will in any fee under or otherwise way affect the continuation, validity or effectiveness of any Permit Contract or any contract or agreement to which the Company is a party or by which the Company or any of the Assets is boundPermit. Except as set forth on Schedule 3.02 3.03 hereto, no consents, approvals or authorizations of, or designations, registrations, declarations or filings withwith or notices to, any Governmental Authority or any other person Person or entity (including, without limitation, pursuant to the terms of any Contract, Permit or otherwise) are required in connection with the execution and delivery of this Agreement or any other instrument or document required to be executed and delivered by the Company pursuant hereto, or the consummation of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Creative Vistas Inc)

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No Legal Bar; Conflicts. (a) Neither the execution and delivery of this Agreement or any other instrument or document required to be executed and delivered by the Company pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, violates (i) violate or will violate any provision of the certificate articles of incorporation or by-laws bylaws of the Company, or(ii) contravene, except as set forth on Schedule 3.02 hereto, conflict with or constitute a violation of any statute, ordinanceprovision of any law, regulation, orderjudgment, judgment injunction, order or decree of any Governmental Authoritybinding upon or applicable to the Company, or conflicts with or will result in any breach of any of the terms of or (iii) constitute a default under or result in the termination give rise to a right of termination, cancellation or the creation acceleration of any Lien pursuant right or obligation of the Company or to the terms of or require the payment a loss of any fee under or otherwise affect the continuation, validity or effectiveness of any Permit or any contract or agreement benefit to which the Company is a party entitled under any material agreement or by which other instrument binding upon the Company or any license, franchise, permit or other similar authorization held by the Company, or (iv) result in the creation or imposition of any Lien on any asset of the Assets is boundCompany. Except as set forth on Schedule 3.02 hereto, no No consents, approvals or authorizations of, or designations, registrations, declarations or filings withwith or notices to, any Governmental Authority or any other person or entity (including, without limitation, pursuant to the terms of any contracts, agreements, licenses, leases, arrangements and other documents to which the Company is a party, or permits, licenses, approvals, franchises and authorizations issued to the Company by any Governmental Authority) are required in connection with the execution and delivery of this Agreement or any other instrument or document required to be executed and delivered by the Company pursuant hereto, or the consummation of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ramsay Youth Services Inc)

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