Common use of No Violation of Laws or Agreements Clause in Contracts

No Violation of Laws or Agreements. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Agreement to which the Buyer is a party thereto, and the consummation by the Buyer of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer is a party or by which any of its assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; (b) result in the creation or imposition of any Encumbrance of any nature whatsoever upon any of the Buyer’s capital stock or give to others any interests or rights therein; (c) result in the maturation or acceleration of any liability or obligation of the Buyer (or give others the right to cause such a maturation or acceleration); or (d) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which the Buyer is a party or by which it may be bound.

No Violation of Laws or Agreements. The executionexecution and delivery of this Agreement do not, delivery and performance the consummation of the transactions contemplated by the Buyer of this Agreement and the Ancillary compliance with the terms, conditions and provisions of this Agreement to which the Buyer is a party theretoby Seller, and the consummation by the Buyer of the transactions contemplated hereby and thereby does will not and will not, with or without the giving of notice or the lapse of time, or both, (a) contravene any provision of Seller's articles of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer Seller is a party or by which it or any of its assets may be bound or affectedaffected except as set forth on Schedule 2.10, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; , (bc) result in the creation or imposition of any Encumbrance lien, charge or encumbrance of any nature whatsoever upon any of the Buyer’s capital stock Seller's assets or give to others any interests or rights therein; , (cd) result in the maturation or acceleration of any liability or obligation of the Buyer Seller that will not be paid in full by Seller at Closing (or give others the right to cause such a maturation or acceleration); , or (de) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which of the Buyer is a party or by which it may be boundAssigned Contracts except as set forth on Schedule 2.10.

No Violation of Laws or Agreements. The execution, delivery and performance by the Buyer each Shareholder of this Agreement and the Ancillary Agreement Agreements to which the Buyer such Shareholder is a party thereto, and the consummation by the Buyer such Shareholder of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer such Shareholder is a party or by which it or any of its assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; (b) result in the creation or imposition of any Encumbrance of any nature whatsoever upon any of the Buyersuch Shareholder’s capital stock Capital Stock or give to others any interests or rights therein; (c) result in the maturation or acceleration of any liability or obligation of the Buyer such Shareholder (or give others the right to cause such a maturation or acceleration); or (d) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which the Buyer such Shareholder is a party or by which it may be bound.

No Violation of Laws or Agreements. The executionexecution and delivery of the Agreement does not, delivery and performance by the Buyer of this Agreement and the Ancillary Agreement to which execution and delivery of each of the Buyer is a party theretoother Transaction Documents will not, and the consummation by the Buyer of the transactions contemplated hereby and thereby does not and the compliance with the terms, conditions and provisions of each of the Transaction Documents by Seller will not, (a) contravene any provision of the certificate of incorporation or bylaws of Seller; (b) violate any provision of any law, rule or regulation or any order, judgment or decree applicable to Seller, (c) with or without the giving of notice or the lapse of time, or both, (a) conflict with or result in constitute a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer Seller is a party or by which any of its assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; (bd) result in the creation or imposition of any Encumbrance of any nature whatsoever Lien upon any of the Buyer’s capital stock Purchased Assets or give to others any interests or rights therein; (ce) result in the maturation or acceleration of any liability or obligation Assumed Liability of the Buyer Seller (or give others the right to cause such a maturation or acceleration); or (df) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which the Buyer is a party or by which it may be boundAssumed Contract.

No Violation of Laws or Agreements. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Agreement to which the Buyer is a party thereto, and the consummation by the Buyer of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer is a party or by which any of its assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; (b) result in the creation or imposition of any Encumbrance of any nature whatsoever upon any of the Buyer’s capital stock or give to others any interests or rights therein; (c) result in the maturation or acceleration of any liability or obligation of the Buyer (or give others the right to cause such a maturation or acceleration); or (d) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which the Buyer is a party or by which it may be bound.

No Violation of Laws or Agreements. The executionExcept to the extent the consents of third parties listed on Schedule 2.23 are required, the execution and delivery and performance by the Buyer of this Agreement and the Ancillary Agreement to which the Buyer is a party theretoRelated Agreements do not, and the consummation by the Buyer of the transactions contemplated hereby by this Agreement and thereby does not the Related Agreements and the compliance with the terms, conditions and provisions hereof and thereof by the Sellers and the Company will not, with or without the giving of notice or the lapse of time, or both, : (a) contravene any provision of the articles of incorporation or bylaws of the Company; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer Company or any Seller is a party or by which any of its them or any of their assets may be bound or affected, or any judgment or order (a "Judgment") of any court or court, any governmental department, commission, board, agency or instrumentality, domestic instrumentality or foreignany arbitrator (each a "Judicial Authority"), or any applicable law, rule statute, rule, regulation, code or regulationordinance (a "Law") of any federal, state or local government authority (each a "Government Authority"); (bc) result in the creation or imposition of any Encumbrance of any nature whatsoever Lien upon any of the Buyer’s capital stock assets of the Company or give to others any interests or rights therein; (cd) result in the maturation or acceleration of any liability or obligation of the Buyer (Company or give others the right to cause such a maturation or acceleration); or (de) result in the termination of or loss of any right (right, or give others the right to cause such a termination or loss) , under any agreement or contract to which the Buyer Company is a party or by which it may be is bound.

No Violation of Laws or Agreements. The executionExcept as set forth on Schedule 2.6, the execution and delivery of this Agreement do not, and performance the consummation of the transactions contemplated by the Buyer of this Agreement and the Ancillary compliance with the terms, conditions and provisions of this Agreement to which the Buyer is a party thereto, and the consummation by the Buyer Seller and ATH, will not (a) contravene any provision of the transactions contemplated hereby and thereby does not and will notSeller's, with ATH's or without the giving any Subsidiary's articles of notice incorporation or the lapse of time, or both, bylaws; (ab) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer Seller, ATH or any Subsidiary is a party or by which any of its them or any of their assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; (bc) result in the creation or imposition of any Encumbrance lien, charge or encumbrance of any nature whatsoever upon any of ATH's or any Subsidiary's assets or upon the Buyer’s capital stock Stock or give to others any interests or rights therein; (cd) result in the maturation or acceleration of any liability or obligation of the Buyer ATH or any Subsidiary (or give others the right to cause such a maturation or acceleration); or (de) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which the Buyer ATH or any Subsidiary is a party or by which it any of them may be bound; except with respect to those matters set forth in clauses (b), (d) and (e) above which would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, execution and delivery and performance by the Buyer of this Agreement and the Ancillary Agreement to which the Buyer is a party theretoRelated Agreements do not, and the consummation by the Buyer of the transactions contemplated hereby by this Agreement and thereby does not the Related Agreements and the compliance with the terms, conditions and provisions hereof and thereof by FOUNDERS and NFRM will not, with or without the giving of notice or the lapse of time, or both, ; (a) contravene any provision of FOUNDERS; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any other of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer FOUNDERS is a party party, or by which it or any of its assets may be bound or affected, or any judgment or order (a “Judgment”) of any court or court, any governmental department, commission, board, agency or instrumentality, domestic instrumentality or foreignany arbitrator (each a “Judicial Authority”), or any applicable law, rule statute, rule, regulation, code or regulationordinance (a “Law”) of any federal, state or local Government Authority (each a “Government Authority”); (bc) result in the creation or imposition of any Encumbrance of any nature whatsoever Lien upon any of the BuyerFOUNDERS’s capital stock assets, or give to others any interests or rights therein; (cd) result in the maturation or acceleration of any liability or obligation of the Buyer (FOUNDERS or give others the right to cause such a maturation or acceleration); or (de) result in the termination of or loss of any right (right, or give others the right to cause such a termination or loss) , under any agreement or contract to which the Buyer FOUNDERS is a party or by which it may be is bound.

No Violation of Laws or Agreements. The execution, delivery and performance by the Buyer Stockholder of this Agreement and the Ancillary Agreement to which the Buyer Stockholder is a party thereto, and the consummation by the Buyer Stockholder of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer Stockholder is a party or by which he or any of its her assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; (b) result in the creation or imposition of any Encumbrance of any nature whatsoever upon any of the BuyerStockholder’s capital stock Capital Stock or give to others any interests or rights therein; (c) result in the maturation or acceleration of any liability or obligation of the Buyer Stockholder (or give others the right to cause such a maturation or acceleration); or (d) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which the Buyer Stockholder is a party or by which it may be bound.

No Violation of Laws or Agreements. The execution, delivery and performance by the Buyer such Seller of this Agreement and the Ancillary Agreement Agreements to which the Buyer such Seller is a party thereto, and the consummation by the Buyer such Seller of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer such Seller is a party or by which it or any of its assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; (b) result in the creation or imposition of any Encumbrance of any nature whatsoever upon any of the Buyer’s capital stock Interests or give to others any interests or rights therein; (c) result in the maturation or acceleration of any liability or obligation of the Buyer such Seller (or give others the right to cause such a maturation or acceleration); or (d) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which the Buyer such Seller is a party or by which it may be bound.