No Violation of Applicable Laws or Agreements Sample Clauses

No Violation of Applicable Laws or Agreements. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by Buyer will not, (a) violate or conflict with any provision of Buyer's articles of organization or operating agreement, as the case may be; (b) violate, conflict with or result in the breach or termination of, require the consent of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change the terms of, or to terminate or accelerate the maturity of, or constitute a default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement or instrument to which Buyer is a party or by which any of its assets may be bound or affected; (c) violate any Applicable Law, other than any such conflicts, breaches, terminations, accelerations, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.
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No Violation of Applicable Laws or Agreements. The execution and delivery of this Agreement by each of Premier and Premier New Orleans does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by each of Premier and Premier New Orleans, will not (a) violate or conflict with any provision of Premier's or Premier New Orleans' articles of incorporation or bylaws; (b) except as set forth on Schedule 4.04(b), violate, conflict with or result in the breach or termination of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change the terms of, or to terminate or accelerate the maturity of, or constitute a default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement (including, but not limited to airtime purchase agreements, tower leases and rental agreements) or instrument to which Premier or Premier New Orleans is a party or by which Premier, Premier New Orleans or any of their respective assets may be bound or affected; (c) violate any Applicable Law; (d) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon Premier's or Premier New Orleans' assets or give to others any interests or rights therein; other than any such conflicts, breaches, terminations, accelerations, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect; or (e) except for those licenses described on Schedule 4.04(e) as to which governmental approval is required in connection with the Merger, result in the revocation or suspension of any license or permit held by Premier or Premier New Orleans.
Sample 1Sample 2
No Violation of Applicable Laws or Agreements. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by Purchaser, will not (a) violate or conflict with any provision of Purchaser's articles of incorporation or bylaws; (b)except as set forth in Section 4.02 of the Purchaser Disclosure Memorandum, violate, conflict with or result in the breach or termination of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change the terms of, or to terminate or accelerate the maturity of, or constitute a default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement or instrument to which Purchaser is a party or by which any of its assets may be bound or affected, or any Applicable Law; (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Purchaser's assets or give to others any interests or rights therein; other than any such conflicts, breaches, terminations, accelerations, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.
Sample 1
No Violation of Applicable Laws or Agreements. The execution --------------------------------------------- and delivery of this Agreement by each Cape Fear Entity does not, and the consummation of the Mergers and the other transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by each Cape Fear Entity, will not (a) violate or conflict with any provision of any Cape Fear Entity's articles of incorporation or bylaws; (b) except as set forth on SCHEDULE 4.04(B), violate, conflict with or result in the breach or ---------------- termination of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change the terms of, or to terminate or accelerate the maturity of, or constitute a default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement (including, but not limited to airtime purchase agreements, tower leases and rental agreements) or instrument to which any Cape Fear Entity is a party or by which any Cape Fear Entity or any of their respective assets may be bound or affected; (c) violate any Applicable Law; (d) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any Cape Fear Entity's assets or give to others any interests or rights therein; other than any such conflicts, breaches, terminations, accelerations, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect; or (e) except for those licenses described on SCHEDULE 4.04(E) as to which governmental approval is required in ---------------- connection with the Merger, result in the revocation or suspension of any license or permit held by any Cape Fear Entity.
Sample 1
No Violation of Applicable Laws or Agreements. Except as set --------------------------------------------- forth on SCHEDULE 6.04, the execution and delivery of this Agreement do not, and ------------- the consummation of the Mergers and the other transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by each Satellink Entity will not, (a) violate or conflict with any provision of any Satellink Entity's articles of incorporation or organization or bylaws or operating agreement, as the case may be; (b) violate, conflict with or result in the breach or termination of, require the consent of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change the terms of, or to terminate or accelerate the maturity of, or constitute a default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement or instrument to which any Satellink Entity is a party or by which any of its assets may be bound or affected; (c) violate any Applicable Law or (d) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any Satellink Entity's assets or give to others any interests or rights therein; other than any such conflicts, breaches, terminations, accelerations, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.
Sample 1
No Violation of Applicable Laws or Agreements. Subject to receipt of the Consents listed in Section 4.2 of the Buyer Disclosure Memorandum, the execution and delivery of this Agreement by Buyer does not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by Buyer will not, (a) violate or conflict with any provision of Buyer's articles or certificate of incorporation or bylaws; (b) violate, conflict with or result in the breach or termination of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change any material term of, or to terminate or accelerate the maturity of, or constitute a material default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement or instrument to which Buyer is a party or by which it or any of its assets may be bound or affected, or any applicable Law; or (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the assets of Buyer or give to others any interests or rights therein.
Sample 1
No Violation of Applicable Laws or Agreements. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by ESIF will not, (a) violate or conflict with any provision of ESIF's Constitution; (b) violate, conflict with or result in the breach or termination of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change the terms of, or to terminate or accelerate the maturity of, or constitute a default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement or instrument to which ESIF is a party or by which any of its assets may be bound or affected; (c) violate any Applicable Law, other than any such conflicts, breaches, terminations, accelerations, defaults or violations that would not, individually or in the aggregate, have a material adverse effect on ESIF.
Sample 1
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No Violation of Applicable Laws or Agreements. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by the Holding Company will not, (a) violate or conflict with any provision of the certificate of incorporation or bylaws of the Holding Company; (b) violate, conflict with or result in the breach or termination of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change the terms of, or to terminate or accelerate the maturity of, or constitute a default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement or instrument to which the Holding Company is a party or by which any of its assets may be bound or affected; (c) violate any Applicable Law, other than any such conflicts, breaches, terminations, accelerations, defaults or violations that would not, individually or in the aggregate, have a material adverse effect on the Holding Company.
Sample 1
No Violation of Applicable Laws or Agreements. The execution --------------------------------------------- and delivery of this Agreement by Target do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by Target, will not (a) violate or conflict with any provision of Target's articles of incorporation or bylaws; (b) violate, conflict with or result in the breach or termination of, or otherwise give any contracting party (which has not consented to such execution, delivery and consummation) the right to change the terms of, or to terminate or accelerate the maturity of, or constitute a default under the terms of, any indenture, mortgage, loan or credit agreement or any other material agreement (including, but not limited to airtime purchase agreements, tower leases and rental agreements) or instrument to which Target is a party or by which Target or any of its assets may be bound or affected; (c) violate any Applicable Law; (d) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon Target's assets or give to others any interests or rights therein; other than any such conflicts, breaches, terminations, accelerations, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect; or (e) except for those licenses described on SCHEDULE 4.04(e) as to which governmental ---------------- approval is required in connection with the Merger, result in the revocation or suspension of any license or permit held by Target.
Sample 1

Related to No Violation of Applicable Laws or Agreements

  • No Violation of Laws or Agreements The execution, delivery and performance of this Agreement and the Transaction Documents by Buyer and/or Parent do not, and the consummation of the transactions contemplated hereby and thereby will not, (a) contravene any provision of the Articles of Incorporation or Bylaws of Buyer or the Certificate of Incorporation or Bylaws of Parent; or (b) violate, conflict with, result in a breach of, or constitute a default (or an event which would with the passage of time or the giving of notice, or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit, authorization, proof of dedication or other agreement or commitment, oral or written, to which Parent or Buyer is a party, or by which any of their assets or properties may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, interests or rights which, individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation to which Buyer or Parent is subject other than those violations and conflicts which individually or in the aggregate do not have a material adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documents.

  • No Violation of Agreements Neither the Borrower nor any Subsidiary is in default in any material respect under any material agreement or other instrument to which it is a party or by which it is bound or its property or assets may be affected. No event or condition exists which constitutes, or with the giving of notice or lapse of time or both would constitute, such a default under any such agreement or other instrument. Neither the execution and delivery of this Agreement or the Notes, nor the consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, will contravene any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, decree, award, franchise, order or permit applicable to the Borrower, or will conflict or be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under (or condition or event entitling any Person to require, whether by purchase, redemption, acceleration or otherwise, the Borrower to perform any obligations prior to the scheduled maturity thereof), or result in the creation or imposition of any Lien upon any of the property or assets of the Borrower pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which it may be subject, or violate any provision of the certificate of incorporation or by-laws of the Borrower. Without limiting the generality of the foregoing, the Borrower is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Borrower, any agreement or indenture relating thereto or any other contract or agreement (including its certificate of incorporation and by-laws), which would be violated by the incurring of the Indebtedness to be evidenced by the Notes.

  • No Violation of Laws The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Banks.

  • No Violation of Law Neither the Borrower nor any of its Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

  • No Violation of Other Agreements Executive hereby represents and agrees that neither (i) Executive’s entering into this Agreement, (ii) Executive’s employment with the Company, nor (iii) Executive’s carrying out the provisions of this Agreement, will violate any other agreement (oral, written or other) to which Executive is a party or by which Executive is bound.

  • Compliance with Applicable Laws and Governing Documents In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus, SAI and the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By-Laws, the Prospectus and the SAI, the instructions and directions received in writing from the Adviser or the Trustees of the Trust, the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect the Fund or the services of the Subadviser, copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement. The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Code. In this regard, the Adviser acknowledges that the Subadviser shall rely completely upon the Adviser’s determination of whether and to what extent the Fund is in compliance with Subchapter M of the Code and that the Subadviser has no separate and independent responsibility to test the Fund for such compliance. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under Subchapter M. If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder. The Adviser will provide the Subadviser with reasonable advance notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus and SAI reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus and SAI will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus and SAI. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus, SAI or in the Trust’s Registration Statement on Form N-1A and any amendments thereto.

  • No Violation of Existing Agreements Neither the Borrower nor any ----------------------------------- Subsidiary of the Borrower is in violation of any material agreement or instrument to which it is party or by which it or any of its properties (now owned or hereafter acquired) may be subject or bound;

  • No Violation of Environmental Laws There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;

  • No Violations of Governing Documents Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation, by-laws or other equivalent organizational or governing documents.

  • Compliance with Laws and Instruments The business, products and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of the Company. The execution, delivery and performance by the Company of the Merger Documents and the consummation by the Company of the transactions contemplated by this Agreement: (a) will not cause the Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of the Certificate of Incorporation or By-laws of the Company, (b) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would not have a material adverse effect on the Condition of the Company and (c) will not result in the creation or imposition of any Lien upon any property or asset of the Company. The Company is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its Certificate of Incorporation or By-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of the Company, any other material agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected.

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