Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. Seller is not in default under or in violation of any provision of (a) its articles of incorporation or bylaws, or (b) any material provision of any agreement, understanding, arrangement, indenture, contract, lease, sublease, license, sublicense, franchise, loan agreement, note, restriction, obligation or liability to which it is a party or by which it is bound or to which it or its assets are subject (individually, an "Instrument" and collectively, the "Instruments"). Except as set forth on Schedule 6.3, neither the execution and delivery of this Agreement or the Ancillary Agreements by the Shareholders or Seller, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms hereof or thereof, will (i) conflict with or result in a breach of any of the terms, conditions or provisions of the certificate of formation or operating agreement of Seller, nor (ii) violate, conflict with or result in a breach of or default under any material provision of the terms, conditions or provisions of any Instrument, nor (iii) accelerate or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law to which Seller or the Shareholders or any of its or their assets or properties is subject, nor (vi) require the Shareholders or Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the Seller.

No Violation; Consents. Except as set forth in Section 4.6 of the Seller is Disclosure Schedule, the execution, delivery and performance by Seller, AFT and Guarantor of this Agreement, and each other Transaction Document, the consummation of the Contemplated Transactions, and the fulfillment of and compliance with the terms and conditions hereof and thereof do not in default under and will not, with or in violation without the passing of time or the giving of notice, or both: (a) violate or conflict with any provision of (a) its articles the Governing Documents of incorporation Seller, AFT or bylaws, or the Acquired Companies; (b) any material provision breach or otherwise constitute or give rise to a material default under, result in the loss of any agreement, understanding, arrangement, indenture, benefit under or permit the acceleration of any obligation under any contract, leasecommitment or other obligation to or by which Seller, subleaseAFT, license, sublicense, franchise, loan agreement, note, restriction, obligation Guarantor or liability to which it any Acquired Company is a party or by which it is bound (which contracts, commitments or other obligations are material, individually or in the aggregate); (c) violate in any material respect any statute, ordinance, Law, rule or regulation or any judgment, Order or decree of any court or other Governmental Body to which it or its assets are subject (individually, an "Instrument" and collectively, the "Instruments"). Except as set forth on Schedule 6.3, neither the execution and delivery of this Agreement or the Ancillary Agreements by the Shareholders or Seller, nor the consummation of the transactions contemplated hereby AFT, Guarantor or thereby, nor compliance with the terms hereof or thereof, will any Acquired Company is subject; (id) conflict with or result in a breach prohibited transaction as defined in Section 406 of any ERISA or Section 4975 of the terms, conditions Code for which there is no exemption or provisions of the certificate of formation or operating agreement of Seller, nor (ii) violate, conflict with or result in a breach of or default fiduciary duty under ERISA; or (e) require any material provision of the termsConsent, conditions approval, order or provisions of any Instrumentauthorization of, nor (iii) accelerate or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law to which Seller or the Shareholders or any of its or their assets or properties is subject, nor (vi) require the Shareholders or Seller to give notice to, or obtain an authorizationfiling, approvalrecording, order, license, franchise, declaration registration or consent of, qualification with any court or make a filing with, any other Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the SellerBody.

No Violation; Consents. Seller is not in default under or in violation of any provision of (a) its articles certificate of incorporation formation or bylawsoperating agreement, or (b) any material provision of any agreement, understanding, arrangement, indenture, contract, lease, sublease, license, sublicense, franchise, loan agreement, note, restriction, obligation or liability to which it is a party or by which it is bound or to which it or its assets are subject (individually, an "Instrument" and collectively, the "Instruments"). Except as set forth on Schedule 6.3, neither the execution and delivery of this Agreement or the Ancillary Agreements by the Shareholders Members or Seller, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms hereof or thereof, will (i) conflict with or result in a breach of any of the terms, conditions or provisions of the certificate of formation or operating agreement of Seller, nor (ii) violate, conflict with or result in a breach of or default under any material provision of the terms, conditions or provisions of any Instrument, nor (iii) accelerate or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law to which Seller or the Shareholders Members or any of its or their assets or properties is subject, nor (vi) require the Shareholders Members or Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the SellerPerson.

No Violation; Consents. Seller is not in default under or in violation None of any provision of (a) its articles of incorporation or bylawsthe execution, or (b) any material provision of any agreement, understanding, arrangement, indenture, contract, lease, sublease, license, sublicense, franchise, loan agreement, note, restriction, obligation or liability to which it is a party or by which it is bound or to which it or its assets are subject (individually, an "Instrument" delivery and collectively, the "Instruments"). Except as set forth on Schedule 6.3, neither the execution and delivery performance of this Agreement or and the Ancillary Agreements by the Shareholders or Seller, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms hereof or thereof, and thereby will (i) conflict with violate any provision of the Articles of Incorporation or Bylaws of the Company or any governing documents of any Seller, including the ESOP, (ii) violate, result in a breach of, conflict with, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) or require any consent under, or give to others any right of termination, amendment, acceleration, suspension, revocation or cancellation with respect to, any Contract to which any Seller or the Company is a party or by which any of the terms, conditions Shares or provisions any of the certificate assets or properties of formation the Company or operating agreement any Seller are bound, (iii) result in the creation or imposition of Sellerany Encumbrance upon any of the Shares or any property or assets of the Company or any Seller under any agreement, nor commitment or other Contract to which the Company or any Seller is a party or by which the Company or any Seller is bound, or to which the property of the Company or any Seller is subject, or (iiiv) violate, conflict with or result in a the breach of any statute or default under law or any material provision of the termsjudgment, conditions decree, order, regulation or provisions rule of any Instrument, nor (iii) accelerate court or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law governmental authority to which Seller or any Seller, the Shareholders Company, or any of its their properties or their assets are subject. Except as set forth on Schedule 4.4, no action, consent, approval or properties is subject, nor (vi) require the Shareholders or Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the Seller.authorization by or

No Violation; Consents. Seller is not in default under or in violation of any provision of (a) its articles The execution, delivery and performance by the Company of incorporation or bylawsthis Agreement and the consummation of the transactions contemplated hereby to be performed by the Company do not and will not (i) assuming that all consents, or approvals, authorizations and other actions described in subsection (b) any material provision have been obtained and all filings and obligations described in subsection (b) have been made, conflict with, violate or contravene the applicable provisions of any agreementlaw, understandingstatute, arrangementrule, indentureregulation, order, writ, injunction, judgment or decree of any court or any federal or state government or political subdivision thereof and any agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (a “Governmental Authority”) to or by which the Company or any of its subsidiaries or any of its or their respective properties or assets is bound, (ii) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default or give rise to an event of acceleration under, or give to others any right of termination, amendment, or cancellation of, or give to others a right to require any payment to be made under, any contract, lease, sublease, license, sublicense, franchisepermit, loan or credit agreement, notemortgage, restrictionsecurity agreement, obligation trust indenture or liability other agreement or instrument to which it the Company is a party or by which it or any of its subsidiaries is bound or to which it any of their respective properties or assets is subject, nor result in the creation or imposition of any lien, security interest, charge or encumbrance of any kind upon any of the properties, assets or capital stock of the Company or any of its assets are subject subsidiaries, or (individuallyiii) conflict with or violate any provision of the organizational and other governing documents of the Company or any of its subsidiaries. (b) Subject to the accuracy of Purchaser’s representations and warranties herein, an "Instrument" no consent, approval, authorization or order of, or filing or registration with, any court or Governmental Authority or other person is required to be obtained or made by the Company for the execution, delivery and collectively, the "Instruments"). Except as set forth on Schedule 6.3, neither the execution and delivery performance of this Agreement or the Ancillary Agreements by the Shareholders or Seller, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with the terms hereof or thereof, will except for (i) conflict with or result in a breach of any the pre-merger notification requirements of the termsXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, conditions or provisions of as amended (the certificate of formation or operating agreement of Seller“HSR Act”), nor and (ii) violate, conflict with or result in a breach of or default any filings required to be made under any material provision the rules and regulations of the terms, conditions or provisions of any Instrument, nor American Stock Exchange (iii) accelerate or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law to which Seller or the Shareholders or any of its or their assets or properties is subject, nor (vi) require the Shareholders or Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the Seller“AMEX”).

No Violation; Consents. Seller is not in default under or in violation of any provision of (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby to be performed by the Company do not and will not (i) conflict with, violate or contravene the applicable provisions of any law of any court or any federal or state government or political subdivision thereof and any agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (a “Governmental Authority”) to or by which the Company or any of its articles subsidiaries or any of incorporation its or bylawstheir respective assets is bound, (ii) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default or give rise to an event of acceleration under, or (b) give to others any material provision right of termination, amendment, or cancellation of, or give to others a right to require any agreementpayment to be made under, understanding, arrangement, indenture, any contract, lease, sublease, license, sublicense, franchisepermit, loan or credit agreement, notemortgage, restrictionsecurity agreement, obligation trust indenture or liability other agreement or instrument to which it the Company is a party or by which it is bound or to which it any of their respective assets is subject, nor result in the creation or its imposition of any lien, security interest, charge or encumbrance of any kind upon any of the assets are subject or capital stock of the Company, or (individuallyiii) conflict with or violate any provision of the organizational and other governing documents of the Company, an "Instrument" except in the case of each of clauses (i), (ii) and collectively(iii) above as would not have a Material Adverse Effect. (b) Subject to the accuracy of Buffalo’s representations and warranties herein, no consent, approval, authorization or order of, or filing or registration with, any governmental authority or other person is required to be obtained or made by the "Instruments"). Except as set forth on Schedule 6.3Company for the execution, neither the execution delivery and delivery performance of this Agreement or the Ancillary Agreements by the Shareholders or Seller, nor the consummation of any of the transactions contemplated hereby or therebyhereby, nor compliance with except for any filings required to be made under the terms hereof or thereof, will (i) conflict with or result in a breach of any rules and regulations of the terms, conditions or provisions of NASDAQ Stock Market to list the certificate of formation or operating agreement of Seller, nor (ii) violate, conflict with or result in a breach of or default under any material provision of the terms, conditions or provisions of any Instrument, nor (iii) accelerate or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law to which Seller or the Shareholders or any of its or their assets or properties is subject, nor (vi) require the Shareholders or Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the SellerCommon Stock.

No Violation; Consents. Subject to Seller is not obtaining consents referred to in default under or in violation Schedule 6.3, the execution, delivery and performance by Seller of any provision of (a) its articles of incorporation or bylaws, or (b) any material provision of any agreement, understanding, arrangement, indenture, contract, lease, sublease, license, sublicense, franchise, loan agreement, note, restriction, obligation or liability this Agreement and the Ancillary Agreements to which it is a party or by which it is bound or to which it or its assets are subject (individually, an "Instrument" and collectively, the "Instruments"). Except as set forth on Schedule 6.3, neither the execution and delivery of this Agreement or the Ancillary Agreements by the Shareholders or Seller, nor the consummation of the transactions contemplated hereby and thereby will not, with or therebywithout the giving of notice or the lapse of time, nor compliance with the terms hereof or thereofboth, will (i) conflict with or result in a breach of any violation of the terms, conditions or provisions of the certificate of formation or operating agreement of organizational documents that govern Seller, nor including its certificate or articles of incorporation or bylaws; (ii) violateviolate or require any consent, conflict with authorization or result in a breach of approval of, or default exemption by or notice to any Government Authority, or filing under any material provision of any law, statute, rule or regulation relating to the terms, conditions Business or provisions of any Instrument, nor the Purchased Assets or to which Seller is subject; (iii) accelerate violate any judgment, order, writ or give decree of any court relating to others any interests the Business or rights, including rights of acceleration, termination, modification the Purchased Assets or cancellation, under any Instrument, nor applicable to Seller; (iv) result in the creation or imposition of any Encumbrance Lien or encumbrance on the Purchased AssetsAssets other than a Permitted Lien, nor (v) conflict with, violate or result in a any breach of of, or constitute a default under, or give to others any Applicable Law rights of termination, amendment, acceleration or cancellation of, or require any notice of consent under, any Business Contract, or any note bond, mortgage, indenture, agreement, license or other instrument to which Seller is a party that would affect the Purchased Assets or the Shareholders Business, except for such violations or any of its breaches as to which requisite waivers or their assets consents have been obtained and except for such violations or properties is subjectbreaches which do not constitute a Material Adverse Effect, nor or (vi) require the Shareholders consent or Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent approval of, or make a filing with, or notice to any Governmental Authority Person. Except as set forth in Schedule 6.3, no consent or waiver of any other Person person or entity is required in connection with respect the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, including consents or waivers from parties to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the SellerContracts.

No Violation; Consents. Seller is not in default under or in violation of any provision of (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby to be performed by the Company do not and will not (i) conflict with, violate or contravene the applicable provisions of any law of any court or any federal or state government or political subdivision thereof and any agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (a “Governmental Authority”) to or by which the Company or any of its articles subsidiaries or any of incorporation its or bylawstheir respective assets is bound, (ii) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default or give rise to an event of acceleration under, or (b) give to others any material provision right of termination, amendment, or cancellation of, or give to others a right to require any agreementpayment to be made under, understanding, arrangement, indenture, any contract, lease, sublease, license, sublicense, franchisepermit, loan or credit agreement, notemortgage, restrictionsecurity agreement, obligation trust indenture or liability other agreement or instrument to which it the Company is a party or by which it is bound or to which it any of their respective assets is subject, nor result in the creation or its imposition of any lien, security interest, charge or encumbrance of any kind upon any of the assets are subject or capital stock of the Company, or (individuallyiii) conflict with or violate any provision of the organizational and other governing documents of the Company, an "Instrument" except in the case of each of clauses (i), (ii) and collectively(iii) above as would not have a Material Adverse Effect. (b) Subject to the accuracy of Purchaser’s representations and warranties herein, no consent, approval, authorization or order of, or filing or registration with, any governmental authority or other person is required to be obtained or made by the "Instruments"). Except as set forth on Schedule 6.3Company for the execution, neither the execution delivery and delivery performance of this Agreement or the Ancillary Agreements by the Shareholders or Seller, nor the consummation of any of the transactions contemplated hereby or therebyhereby, nor compliance with except for any filings required to be made under the terms hereof or thereof, will (i) conflict with or result in a breach of any rules and regulations of the terms, conditions or provisions of NASDAQ Stock Market to list the certificate of formation or operating agreement of Seller, nor (ii) violate, conflict with or result in a breach of or default under any material provision of Common Stock and the terms, conditions or provisions of any Instrument, nor (iii) accelerate or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law to which Seller or the Shareholders or any of its or their assets or properties is subject, nor (vi) require the Shareholders or Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the SellerStockholder Approval.

No Violation; Consents. Seller is not in default under or in violation of any provision of (a) its articles of incorporation or bylaws, or (b) any material provision of any agreement, understanding, arrangement, indenture, contract, lease, sublease, license, sublicense, franchise, loan agreement, note, restriction, obligation or liability to which it is a party or by which it is bound or to which it or its assets are subject (individually, an "Instrument" and collectively, the "Instruments"). Except as set forth on Schedule 6.34.3, neither the execution execution, delivery and delivery performance of this Agreement or the Ancillary Agreements by the Shareholders or Seller, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms hereof or thereof, will (i) conflict with violate any provision of the Articles of Organization or the Operating Agreement of the Seller, the Articles of Incorporation or Bylaws of GC or governing documents of any Member, (ii) violate, result in a breach of, conflict with, or constitute a default under (or an event which, with the giving of notice or lapse of time or both, would constitute a default under) or require any consent under, or give to others any right of termination, amendment, acceleration, suspension, revocation or cancellation with respect to, any Contract to which the Seller and the Members are a party or by which any of the termsAcquired Assets are bound, conditions (iii) result in the creation or provisions imposition of any Encumbrance upon any of the certificate Acquired Assets under any agreement, commitment or other Contract to which the Seller and the Members are a party or by which the Seller or the Members are bound, or to which the property of formation the Seller or operating agreement of Sellerany Member is subject, nor or (iiiv) violate, conflict with or result in a the breach of any statute or default under law or any material provision of the termsjudgment, conditions decree, order, regulation or provisions rule of any Instrument, nor (iii) accelerate court or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law governmental authority to which the Seller or the Shareholders Members, or any of its or their assets or properties is the Acquired Assets are subject, nor (vi) require in each case, which violation, conflict, breach, default or Encumbrance would have a Material Adverse Effect. Except as set forth in Schedule 4.3 and provided for in Section 6.12, no action, consent, approval or authorization by or filing with any person or entity, including, without limitation, any governmental authority, is required in connection with the Shareholders or execution, delivery and performance by the Seller to give notice toand the Members of this Agreement, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the Sellerconsummation by the Seller and the Members of the transactions contemplated by each of them herein.

No Violation; Consents. Except as set forth on Schedule 6.3, Seller is not in default under or in violation of any provision of (a) its articles certificate of incorporation formation or bylawspartnership agreement, or (b) any material provision of any agreement, understanding, arrangement, indenture, contract, lease, sublease, license, sublicense, franchise, loan agreement, note, restriction, obligation or liability to which it is a party or by which it is bound or to which it or its assets are subject (individually, an "“Instrument" ” and collectively, the "“Instruments"”). Except as set forth on Schedule 6.3, neither the execution and delivery of this Agreement or the Ancillary Agreements by the Shareholders Seller or Sellerthe Partners, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms hereof or thereof, will (i) conflict with or result in a breach of any of the terms, conditions or provisions of the certificate of formation or operating partnership agreement of Seller, nor (ii) violate, conflict with or result in a breach of or default under any material provision of the terms, conditions or provisions of any Instrument, nor (iii) accelerate or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument, nor (iv) result in the creation of any Encumbrance on the Purchased Assets, nor (v) conflict with, violate or result in a breach of or constitute a default under, any Applicable Law to which Seller or the Shareholders Partners or any of its or their assets or properties is subject, nor (vi) require the Shareholders Seller or Seller the Partners to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person with respect to Permits, licenses, authorizations, etc. that are otherwise to be transferred from the SellerPerson.