No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller will: (a) contravene any provision of any Governing Document of Seller, (b) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract to which Seller is a party or by which any of its assets may be bound or affected, (c) result in the creation, maturation or acceleration of any Liability of Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), (d) violate any Law or violate any judgment or order of any Governmental Body to which Seller is subject or by which any of the Purchased Assets may be bound or affected, or (e) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”), no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller of this Agreement or any of the Other Agreements to which Seller is or is to become a party pursuant to the provisions hereof or the consummation by Seller of the transactions contemplated hereby or thereby.
No Violation of Laws or Agreements; Consents. (a) Neither the execution and delivery of this Agreement or any Other Agreement to which Stockholders or National, or both, is or is to become a party, the consummation of the transactions contemplated hereby or thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Stockholders or National, or both, will, except as disclosed in Schedule 3.06: (i) contravene any provision of the Governing Documents of National, (ii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any asset of Stockholders or National, including any Permit, Intellectual Property, license, franchise, indenture, mortgage or any other contract, agreement or instrument to which either Stockholders or National is a party or by which any of their assets may be bound or affected, (iii) result in the creation, maturation or acceleration of any liability or obligation of Stockholders or National (or give to any other Person the right to cause such a creation, maturation or acceleration), (iv) violate any Law or violate any judgment or order of any Governmental Body to which stockholders or National is subject or by which any of their respective assets may be bound or affected, or (v) result in the creation or imposition of any Encumbrance upon the Stock or any asset of Stockholders or National or give to any other Person any interest or right therein.
No Violation of Laws or Agreements; Consents. Neither the execution, delivery and performance by the Seller, ESVA, HEI and SALN of this Agreement, nor the consummation of the transactions contemplated hereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof by the Seller, HEI and SALN:
No Violation of Laws or Agreements; Consents. None of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby will: (i) contravene any provision of the Organizational Documents of the Companies, (ii) result in an event of default (or an event that would, with the passage of time or the giving of notice or both, constitute an event of default) under the terms of any material indenture, mortgage or other material Contract to which either of the Companies is a party, or (iii) violate any law or violate any judgment, Order or Legal Requirement to which Sellers or the Companies is subject. No material consent which has not been received or which will not be obtained prior to closing is required in connection with the execution and delivery by Sellers and the Companies of this Agreement and the completion of the Contemplated Transactions.
No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated in this Agreement nor the compliance with or fulfillment of its terms, conditions or provisions by the GG Group will: (i) contravene any provision of the governing documents of the GG Group, (ii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other person the right to cause such a termination of or loss under, any Asset or any other contract, agreement or instrument to which the GG Group is a party or by which any of its assets may be bound or affected, (iii) result in the maturation or acceleration of any liability or obligation of the GG Group (or give to any other person the right to cause such a creation, maturation or acceleration), (iv) violate any judgment or order of any governmental body to which the GG Group is subject or by which any of the Assets or any of its other assets may be bound or affected, or (v) result in the creation or imposition of any encumbrance upon any of the Assets or give to any other Person any interest or right therein. Except for the consents of the landlords under the Leases, no consent, approval or authorization of, or registration or filing with, any person is required in connection with the execution and delivery by the GG Group of this Agreement or the consummation by the GG Group of the transactions contemplated by this Agreement.
No Violation of Laws or Agreements; Consents. Subject to the entry of the Sale Order, neither the execution and delivery by Seller of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof by Seller, with or without the giving of notice or passage of time, or both, directly or indirectly:
No Violation of Laws or Agreements; Consents. (a) No Violation of Laws or Agreements. Except as set forth on Schedule 5.3, neither the execution and delivery by USF of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof by USF:
No Violation of Laws or Agreements; Consents. To the best of Seller's knowledge, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof by Seller will (i) contravene any provision of any organic document of Seller; (ii) at Closing, conflict with, result in a breach of, constitute a default or an event of default under any of the terms of, result in the termination of result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset; (iii) violate any law or violate any judgment or order of any governmental body by which any of the Purchased Assets or any of its other assets may be bound or affected; or (iv) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except for the Consent and Approval defined herein and the Lien Release, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby.
No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any of the other Loan Documents, nor the compliance with any provision hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby will:
No Violation of Laws or Agreements; Consents. Neither the execution and delivery by the Company of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof by the Company:
