No Restrictions Against Performance. Neither the execution, delivery or performance of this Agreement by the Consultant will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien or condition under: (i) any and all organizational documents of the Consultant, including its articles of organization, as same may be amended, operating agreement, as same may be amended; (ii) any federal, state or local law, statue, ordi- xxxxx, rule or regulation which may be applicable to the Consultant; (iii) any contract, instru- ment or agreement by which the Consultant is bound; (iv) any order, judgment, writ, injunction, decree, license, permit or other authorization of any federal, state or local court, governmental agency or quasi-governmental agency by which the Consultant is or may be bound or subject.
No Restrictions Against Performance. Neither the execution, delivery or performance of this Agreement by the Company will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien or condition under: (i) any and all organizational documents of the Company, including its articles of incorporation, as same may be amended, or bylaws, as same may be amended; (ii) any federal, state or local law, statue, ordinance, rule or regulation which may be applicable to the Company; (iii) any contract, instrument or agreement by which the Company is bound; (iv) any order, judgment, writ, injunction, decree, license, per- mit or other authorization of any federal, state or local court, governmental agency or quasi-gov- ernmental agency by which the Company is or may be bound or subject.
No Restrictions Against Performance. Neither the execution, delivery, or performance of this Agreement by Buyer, nor the consummation of the transactions described herein will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any Lien or condition under, (i) Buyer's organizational documents; (ii) any federal, state or local law, statute, ordinance, regulation or rule, which is applicable to Buyer; (iii) any contract, indenture, instrument, agreement, mortgage, lease, right or other obligation or restriction to which Buyer is a party or by which Buyer is bound or to which the shareholder(s) of the Buyer is/are a party or otherwise bound; or (iv) any order, judgment, writ, injunction, decree, license, franchise, permit or other authorization of any federal, state or local court, arbitration tribunal or governmental agency by which Buyer is bound. The execution and delivery of this Agreement by Buyer and the performance by Buyer of the transactions described herein will not constitute an act of bankruptcy, preference, insolvency or fraudulent conveyance under any bankruptcy act or other law for the protection of debtors or creditors.
No Restrictions Against Performance. Neither the execution, delivery, authorization or performance of this Agreement, nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any Lien or adverse condition under (i) the Certificate of Incorporation or By-Laws of St. Xxxx; (ii) any federal, state or local Law, which is applicable to St. Xxxx; (iii) any contract, indenture, instrument, agreement, mortgage, lease, right or other obligation or restriction to which St. Xxxx is a party or by which it is bound; or (iv) any order, judgment, writ, injunction, decree, license, franchise, permit or other authorization of any Governmental Authority by which St. Xxxx is bound.
No Restrictions Against Performance. The execution and ----------------------------------- delivery of this Agreement by Buyer and the performance by Buyer of the transactions contemplated herein will not violate or conflict with, or constitute a breach or default under, or result in the creation or imposition of any Lien under, (a) any applicable statute, law, regulation or rule, or (b) any contract, instrument, agreement, lease, mortgage, judgment, order, decree or other restriction to which Buyer is a party or by which Buyer is bound.
No Restrictions Against Performance. Neither the execution, delivery, nor performance of this Settlement Agreement by ERS, nor the consummation of the transaction contemplated hereby will, with or without the giving of notice or the passage of time, or both, violate any provisions of, create any conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any Lien or condition under (i) any and all organizational documents of ERS; (ii) any federal, state or local law, statute, ordinance, regulation or rule, which is or may be applicable to ERS; (iii) any contract, indenture, instrument, agreement, mortgage, lease, right or other obligation or restriction to which ERS is a party or by which ERS is or may be bound; or (iv) any order, judgment, writ, injunction, decree, license, franchise, permit or other authorization of any federal, state or local court, arbitration tribunal or governmental agency by which ERS is or may be bound.
No Restrictions Against Performance. The execution and ----------------------------------- delivery of this Agreement by Seller and the performance by Seller of the transactions contemplated herein will not violate or conflict with, or constitute a breach or default under, or result in the creation or imposition of any Lien under, (a) the articles of incorporation or bylaws of Seller, (b) any applicable statute, law, regulation or rule, or (c) any contract, instrument, agreement, lease, mortgage, judgment, order, decree or other restriction to which Seller is a party or by which Seller is bound, except that prior written consent to the transaction contemplated herein, must be obtained from the parties listed on the attached Schedule 4.03, Seller hereby agrees to use its best efforts to obtain such consents. No filing with or approval or authorization of any Governmental Authority is required for Seller to enter into and to perform its obligations under this Agreement.
No Restrictions Against Performance. Neither the execution, delivery, authorization or performance of this Agreement, nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien or condition under (i) OG&E's Certificate of Incorporation or By-Laws; (ii) any federal, state or local law, statute, ordinance, regulation or rule, which is applicable to OG&E other than as set forth in paragraph 6.1(d) hereof (provided that OG&E makes no representation as to any such laws, statutes, ordinances, regulations or rules which require consent, authorization or approval with respect to AP&L or SWEPCO); (iii) any contract, indenture, instrument, agreement, mortgage, lease, right or other obligation or restriction to which OG&E is a party or by which OG&E is bound; or (iv) any order, judgment, writ, injunction, decree, license, franchise, permit or other authorization of any federal, state or local court, arbitration tribunal or governmental agency by which OG&E is bound, any of which, when taken as a whole, would have a material adverse affect on OG&E.
No Restrictions Against Performance. Neither the execution, delivery, nor performance of this Agreement by Subsidiary, nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any Lien or condition under, (i) any and all organizational documents of Subsidiary, including as applicable, Subsidiary's certificate of incorporation, bylaws, or shareholders' agreement; (ii) any federal, state or local law, statute, ordinance, regulation or rule, which is applicable to Subsidiary or the 220 MHz Licenses; (iii) any contract, indenture, instrument, agreement, mortgage, lease, right or other obligation or restriction to which Subsidiary is a Party or by which Subsidiary or the 220 MHz Licenses are or may be bound; or (iv) any order, judgment, writ, injunction, decree, license, franchise, permit or other authorization of any federal, state or local court, arbitration tribunal or governmental agency by which Subsidiary and/or the Subsidiary's Assets is or may be bound. The execution and delivery of this Agreement by Subsidiary and the performance by Subsidiary of the transactions contemplated hereby will not constitute an act of bankruptcy, preference, insolvency or fraudulent conveyance under any bankruptcy act or other law for the protection of debtors or creditors.
No Restrictions Against Performance. Neither the execution, delivery, or performance of this Agreement by Company, or the consummation of the transactions described herein will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any Lien or condition under, (i) any and all organizational documents of Company, including as applicable, Company's certificate of incorporation and bylaws, as same may be amended; (ii) any federal, state or local law, statute, ordinance, regulation or rule, which is or may be applicable to Company and/or the Stock and/or the Assets; (iii) any contract, indenture, instrument, agreement, mortgage, lease, right or other obligation or restriction to which Company is a party or by which Company and/or the Stock and/or the Assets is or may be bound; or (iv) any order, judgment, writ, injunction, decree, license, franchise, permit or other authorization of any federal, state or local court, arbitration tribunal or governmental agency by which Company and/or the Stock and/or the Assets is or may be bound. The execution and delivery of this Agreement by Company and the performance by Company of the transactions described herein will not constitute an act of bankruptcy, preference, insolvency or fraudulent conveyance under any bankruptcy act or other law for the protection of debtors or creditors.
