No Third Parties Consents or Encumbrances Sample Clauses

No Third Parties Consents or Encumbrances. Except for the shares held by Xx. Xxxxxxxxx xxx Rohr being subject to the administration, none of the shares in the Company are subject to any limitations on their disposition or to any rights of third parties. The statements of the person appearing as (2) in the preamble are accurate. In particular: 4.1.4.1 the Shares and/or rights arising therefrom are neither pledged nor encumbered as security or otherwise to third parties and no option or other third party acquisition rights exist; 4.1.4.2 each of the Sellers hereby expressly waive their mutual right of first refusal for the benefit of the Purchaser pursuant to the Articles of Association; 4.1.4.3 the Shares are not the subject of a trust relationship with third parties; 4.1.4.4 the Shares or rights arising therefrom are not the subject of third party usufructs (NieBbrauchrechte), subparticipations, silent partnerships or similar relationships; 4.1.4.5 no bankruptcy or judicial composition proceedings concerning the assets of Sellers or the Company have been applied for and no circumstances exist (including the insolvency or inability to pay its debts as they become due of any Sellers) pursuant to the Bankruptcy or Reorganization Code or the Fraudulent Conveyance Law (Anfechtungsgesetz) which could justify the avoidance of the contemplated transfer.
Sample 1
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Related to No Third Parties Consents or Encumbrances

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • No Third Party Rights Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

  • No Third Parties Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement or the transactions contemplated hereby.

  • No third party Security Interests Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Finance Document: (a) the Borrower will have the right to create all the Security Interests which that Finance Document purports to create; and (b) no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

  • No Breach; Consents Except as set forth on SCHEDULE 4.7 hereto, the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (i) result in any lien, pledge, mortgage, security interest, claim, lease, charge, option, easement, servitude or other encumbrance whatsoever (collectively, "Liens") upon any of the property of Seller (other than in favor of Buyer) or (ii) violate, conflict with or breach any of the terms and conditions of, result in a material modification of, accelerate or trigger the rights of any person under, or constitute (or with notice or lapse of time or both would constitute) a default under (a) any material instrument, contract or other agreement to which Seller is a party or by or to which it or any of its properties is bound or subject; (b) Seller's Certificate of Incorporation or By-laws (and all amendments thereto up through the date hereof); or (c) any Law applicable to Seller or any of its properties or operations. Except as set forth on SCHEDULE 4.7, no consent, approval or authorization of, or declaration or filing with, any governmental authority, stockholder of Seller or other person is required on the part of Seller in connection with the execution, delivery or performance of this Agreement or the consummation by it of the transactions contemplated hereby.

  • Contracts (Rights of Third Parties ACT 1999

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

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