Common use of No Seller Defaults or Consents Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc)

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No Seller Defaults or Consents. The execution, delivery and performance by the Seller and the Members or any Member 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 Company Organizational Documents or Operating Agreement of SellerResolutions; (b) violate any Legal Requirements applicable to Sellerthe Seller or any Member, 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 the Seller or any Member, 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 the Seller; or (e) require the Members Company or Seller any Member 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vocus, Inc.)

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