No Violation of Law and Agreements. The execution and delivery by Buyer of this Agreement, and the performance by each of its obligations hereunder, does not and will not:
(a) Violate any provision of the certificate of incorporation or by-laws of Buyer;
(b) To the knowledge of Buyer, violate any provision of applicable Law relating to Buyer;
(c) Except as set forth on Schedule 5.3, require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority; or
(d) To the knowledge of Buyer, (i) require a consent, approval or waiver from, or notice to, any party to any material contract to which Buyer is a party, or (ii) result in a breach of, constitute a default under, or result in the acceleration of material obligations, loss of material benefit or increase in any material liabilities or fees under, or create in any party the right to terminate, cancel or modify, any agreement to which Buyer is a party.
No Violation of Law and Agreements. The execution and delivery by Buyer of this Agreement and each Buyer Transaction Agreement, and the performance by it of its obligations hereunder or thereunder, do not and will not:
(a) violate any provision of the certificate of incorporation or bylaws of Buyer;
(i) violate any provision of applicable Law relating to Buyer; (ii) violate any provision of any order, arbitration award, judgment or decree to which Buyer is subject; or (iii) except as required under the HSR Act, ITAR or the Exon-Xxxxxx Amendment, require a registration, filing, application, notice, consent, approval, order, qualification or waiver with, to or from any Governmental Authority, except in any case under this clause, any violation, breach, default or non-compliance that would not individually or in the aggregate be reasonably likely to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder or under the Transaction Agreements; or
(i) require a consent, approval or waiver from, or notice to, any party to any Contract to which Buyer or any Affiliate thereof is a party, or (ii) result in a breach of, cause a default under or result in the acceleration of any obligation or loss of any benefit under, any Contract to which Buyer or any Affiliate thereof is a party, except in any case, any failure, breach, default or non-compliance with respect to any of the items in (i) or (ii) above that would not reasonably be likely to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement and perform its obligations hereunder and under the Transaction Agreements.
No Violation of Law and Agreements. The execution and delivery by Seller or the Company of this Agreement, and the performance by it of its respective obligations hereunder, does not and will not:
(a) violate any provision of any of its respective Organizational Documents;
(1) violate any provision of Applicable Law relating to it; (2) violate any provision of any order, arbitration award, judgment or decree to which it is subject; or (3) require a registration, filing, application, notice, consent, approval, order, qualification or waiver with, to or from any Governmental Authority by it, except for the approvals as set forth under Schedule 3.4(b) of the Disclosure Schedule, each of which has been or will be obtained prior to the Closing; or
(c) except as set forth under Schedule 3.4(c) of the Disclosure Schedule (1) require a consent, approval or waiver from, or notice to, any party to a Contract, (2) result in a breach of, cause a default or constitute an event that, with or without notice or lapse of time or both, constitute a default under, or give rise to any right of termination by the other party, cancellation of any right of the Company, acceleration of any obligation of the Company under, or the loss of any benefit to which the Company is entitled under, any provision of any Contract; or (3) result in the creation or imposition of any liens, charges, encumbrances, security interests, restrictive agreements or assessments on any asset of the Company.
No Violation of Law and Agreements. The execution and delivery by each of Parent and Buyer of this Agreement and the performance by each of Parent and Buyer of its obligations hereunder does not and will not:
(a) violate any provision of the respective Organizational Documents of Parent or Buyer; or
(b) (1) violate any provision of Applicable Law relating to Parent or Buyer; (2) violate any provision of any order, arbitration award, judgment or decree to which Parent or Buyer is subject; or (3) require a registration, filing, application, notice, consent, approval, order, qualification or waiver with, to or from any Governmental Authority except for the Overseas Investment Approvals; in any case under clause (b) above, except for any violation or non-compliance that would not have a material adverse effect on Parent or Buyer or the ability of the Parent or Buyer to perform its obligations under the Transaction Documents.
No Violation of Law and Agreements. The execution and delivery by Buyer of this Agreement and each Transaction Document to which Buyer is a party, and the performance by Buyer of its obligations hereunder or thereunder, does not and will not:
(a) violate or conflict with any provision of the certificate of incorporation or bylaws of Buyer;
(b) (i) violate any provision of applicable Law relating to Buyer, (ii) violate any provision of any Court Order or arbitration award to which Buyer is subject, or (iii) require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority or any other Person; or
(c) (i) require a consent, approval or waiver from, or notice to, any party to any contract, agreement or commitment to which Buyer is a party, or (ii) conflict with, result in a breach or creation of any Encumbrance, 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 give rise to a right of payment under or the right to terminate, amend, cancel, modify, abandon or accelerate any provision of any contract, agreement or commitment to which Buyer is a party.
No Violation of Law and Agreements. Except as set forth in Schedule 2.7, the execution and delivery by each Selling Stockholder or Company of this Agreement and each Transaction Document, and the performance by each Selling Stockholder or Company of its obligations hereunder or thereunder, does not and will not:
(a) violate any provision of the Articles of Incorporation of such Selling Stockholder or Company;
(b) violate any provision of Applicable Law relating to such Selling Stockholder or Company; violate any provision of any order, arbitration award, judgment or decree to which such Selling Stockholder or Company is subject; or require a registration, filing, application, notice, consent, approval, order, qualification or waiver with, to or from any Governmental Authority; or
(c) require a consent, approval or waiver from, or notice to, any party to any contract to which such Selling Stockholder, Company or any Affiliate thereof is a party; or result in a breach of or cause a default under any provision of a contract to which such Selling Stockholder, Company or any Affiliate thereof is a party.
No Violation of Law and Agreements. Except as set forth on Schedule 3.3, the execution and delivery by Buyer of this Agreement and each Transaction Document, and the performance by Buyer of its obligations hereunder or thereunder, does not and will not:
(a) violate any provision of the Articles of Incorporation of Buyer;
(i) violate any provision of Applicable Law relating to Buyer; (ii) violate any provision of any order, arbitration award, judgment or decree to which Buyer is subject; or (iii) require a registration, filing, application, notice, consent, approval, order, qualification or waiver with, to or from any Governmental Authority; or
(i) require a consent, approval or waiver from, or notice to, any party to any contract to which Buyer or any Affiliate thereof is a party; or (ii) result in a breach of or cause a default under any provision of a contract to which Buyer or any Affiliate thereof is a party.
No Violation of Law and Agreements. Except as set forth on Schedule 2.2, the execution and delivery by the Shareholders of this Agreement and each of the Transaction Documents to which the Shareholders are parties, and the performance by the Shareholders of his or her obligations hereunder or thereunder, does not and will not:
(a) violate any Court Order or arbitration award that names a Shareholder, or violate any provision of applicable Law relating to any Shareholder; or
(b) require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority or any other Person; or
(c) require a consent, approval or waiver from, or notice to, any party to any contract, agreement or commitment to which any Shareholder is a party; or
(d) result in a breach or creation of an Encumbrance upon the Shares; or
(e) 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 the acceleration of obligations, loss of benefit or increase in any liabilities or fees under, or create in any party the right to payment under or the right to terminate, cancel or modify, any contract, agreement or commitment to which any Shareholder is a party.
No Violation of Law and Agreements. Except as set forth in Schedule 5.1(c), the execution, delivery and performance of this Agreement and the other Transaction Documents by Sellers do not and will not, directly or indirectly (with or without notice or lapse of time), (i) conflict with or violate any provision of the formation documents of any Seller and (ii) do not and will not conflict with, violate, result in a breach of, or cause a default under (A) any provision of any Law relating to the business or assets, including the Business and Assets of any Seller (subject to obtaining any regulatory approvals), (B) any provision of any order, arbitration award, judgment or decree to which any Seller is subject, or (C) any provision of any material agreement or instrument to which any Seller or its business or assets are subject or (D) to the Knowledge of each Seller, any other restriction of any kind or character to which such Seller or its business or assets are subject, which conflict, violation, breach or default in each of clauses (A), (B), (C) and (D) above would prohibit or restrict the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents, or, individually or in the aggregate, have a Material Adverse Effect; (iii) give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any of the Assumed Liabilities; or (iv) result in the imposition or creation of any Liens upon or with respect to any of the Assets.
No Violation of Law and Agreements. The execution and delivery by Buyer of this Agreement and its performance of its obligations hereunder does not and will not:
(a) violate or conflict with any provision of Buyer’s certificate of incorporation and bylaws, in each case, as amended and in effect;
(1) violate any provision of law; (2) violate any provision of any order, arbitration award, judgment, or decree to which Buyer is subject; or (3) require a registration, filing, application, notice, consent, approval, order, qualification, or waiver with, to, or from any governmental authority; or
(1) require a consent, approval, or waiver from, or notice to, any party to any contract to which Buyer is a party; or (2) conflict with, result in any breach or creation of a Lien, 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 give rise to a right of payment under or the right to terminate, amend, modify, abandon, or accelerate, any provision of a contract, indenture, mortgage, lease, note, or other agreement to which Buyer is subject or is a party.
