No Seller Defaults or Consents. Except as set forth on Schedule 3.4, the execution and delivery of this Agreement and the Collateral Agreements by each Seller and the performance by each Seller of each Seller’s obligations hereunder and thereunder will not violate any applicable Legal Requirements or any judgment, award or decree or any indenture, any Contract or other instrument to which any Seller is a party, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, Contract or other instrument, in each case except to the extent that such violation, default or breach could not reasonably be expected to delay or otherwise significantly impair the ability of the Parties to consummate the Transactions.
No Seller Defaults or Consents. The execution and delivery of this Agreement and the Ancillary Agreements to which such Seller is a party and the performance by such Seller of its obligations hereunder and thereunder will not violate any applicable Legal Requirements or any judgment, award or decree or any indenture, Contract or other instrument to which such Seller is a party, or by which the properties or assets of such Seller are bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, Contract or other instrument, in each case except to the extent that such violation, default or breach could not reasonably be expected to delay or otherwise significantly impair the ability of the parties to consummate the transactions contemplated hereby.
No Seller Defaults or Consents. Except as otherwise set forth in Schedule 5.3 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
a) violate or conflict with any of the terms, conditions or provisions of the charter or bylaws of the Seller;
b) violate any Legal Requirements applicable to the Seller;
c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any contract or license binding upon or applicable to the Seller relating to the Assets being conveyed;
d) result in the creation of any Lien, charge or other encumbrance on any Assets; or
e) cause the Seller to obtain or make any material waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
No Seller Defaults or Consents. The execution, delivery and performance by Seller and the Members of this Agreement and each other Collateral Agreement to which they are party and the consummation of the transactions contemplated hereby and thereby do not and will not:
(a) violate or conflict with any of the terms, conditions or provisions of the Certificate of Formation or Operating Agreement of Seller;
(b) violate any Legal Requirements applicable to Seller, the Members or the Purchased Assets:
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to Seller or by which any of the Purchase Assets may be bound;
(d) result in the creation of any Lien on any Purchased Assets or other Properties of Seller; or
(e) require the Members or Seller to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
No Seller Defaults or Consents. Except as set forth in Section 3.04 of the Seller Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements by Seller and the performance by Seller of its obligations hereunder or thereunder will not violate any provision of any Legal Requirement or any judgment, award or decree or any indenture, agreement or other instrument to which Seller is a party, or by which the properties or assets of Seller are bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument, except for such violations, conflicts, breaches or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
No Seller Defaults or Consents. The execution and delivery of this Agreement and the Ancillary Agreements by such Seller and the performance by such Seller of his or her obligations hereunder and thereunder will not violate any provision of law or any judgment, award or decree or any indenture, agreement or other instrument to which such Seller or, to the Knowledge of such Seller, the other Sellers, or any of them, is a party, or by which the properties or assets of such Seller or, to the Knowledge of such Seller, the other Sellers, or any of them, is bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument, in each case except to the extent that such violation, default or breach could not reasonably be expected to materially delay or otherwise significantly impair the ability of the parties to consummate the transactions contemplated hereby.
No Seller Defaults or Consents. The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder will not violate any provision of law or any judgment, award or decree or any indenture, agreement or other instrument to which the Seller is a party, or by which the Seller or any properties or assets of the Seller is bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Seller. Any and all consents required to be obtained by the Seller shall be obtained and copies thereof delivered to the Buyer upon execution of this Agreement.
No Seller Defaults or Consents. The execution and delivery of this Agreement and the Collateral Agreements by Sellers and the performance by each Seller of their obligations hereunder and thereunder will not violate any provision of law or any judgment, award or decree or any indenture, agreement or other instrument to which the Seller is a party, or by which the properties or assets of such Seller is bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument.
No Seller Defaults or Consents. Except as set forth on Schedule 3.02, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of the Seller;
(b) violate any Legal Requirements applicable to the Seller;
(c) result in the creation of any Lien, charge or other encumbrance on any of the Assets; or
(d) require the Stockholder or the Seller to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
No Seller Defaults or Consents. Except as set forth on Schedule 5.3 hereto and except for any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with the FAA or the JAA in connection with the transactions contemplated hereby, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of the Seller;
(ii) violate any Legal Requirements applicable to the Seller;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contracts or Permits applicable to the Seller;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the Seller; or
(v) require any of the Shareholders or the Seller to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Seller as set forth on Schedule 5.3 hereto shall be obtained and copies thereof delivered to the Purchaser upon execution of this Agreement.
