No Violation or Conflict by Seller. Except as set forth in Schedule 6.3, the execution, delivery and performance by Seller of this Agreement and each and every other agreement, document and instrument to be entered into by Seller pursuant hereto do not and will not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with or violate any provision of the certificate of incorporation or bylaws of Seller, or constitute an occurrence of a Default or require the consent or approval of any Person under any provision of any contract or agreement to which Seller is a party or by which it is bound.
No Violation or Conflict by Seller. The execution, delivery and performance of this Agreement by Seller and the Shareholders does not and will not violate, conflict with or result in the creation or imposition of any lien, charge or encumbrance under any Law, judgment, order or decree binding on Seller or the Articles of Incorporation or the Bylaws of Seller, or any contract or agreement to which Seller is a party or by which Seller or any of the Purchased Assets are bound.
No Violation or Conflict by Seller. The execution, delivery and performance of this Agreement at the Closing, and the other documents and instruments required hereby to which Seller is a party, by Seller will not conflict with or violate any Law, judgment, order or decree binding on Seller or the articles of incorporation or bylaws of Seller. No notice to, filing or registration with, or authorization, consent or approval of, any Governmental Authority is necessary or is required to be made or obtained by Seller in connection with the execution and delivery of this Agreement, and the other documents and instruments required hereby to which Seller is a party, by Seller or the consummation by Seller of the transactions contemplated hereby. Except as set forth in Schedule 3.3 attached hereto, the execution, delivery and performance of this Agreement, and the other documents and instruments required hereby to which Seller is a party, will not constitute a violation or breach of any contract or agreement to which Seller is a party or by which Seller is bound, or require the consent or approval of any party to any such contract or agreement or give any party to any such contract or agreement a right of termination, cancellation, acceleration or modification thereunder.
No Violation or Conflict by Seller. The execution, delivery and performance of this Agreement, and the other documents and instruments required hereby to which Seller is a party, by Seller do not and will not conflict with or violate any Law, judgment, order or decree binding on Seller or the Articles of Incorporation or Bylaws of Seller. Except for compliance with the HSR Act and required disclosure under the Securities Exchange Act of 1934, as amended, no notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or self-regulatory agency is necessary or is required to be made or obtained by Seller in connection with the execution and delivery of this Agreement, and the other documents and instruments required hereby to which Seller is a party, by Seller or the consummation by Seller of the transactions contemplated hereby. Except as set forth in Exhibit 3.3 attached hereto, the execution, delivery and performance of this Agreement, and the other documents and instruments required hereby to which Seller is a party, do not and will not constitute a violation or breach of any contract to which Seller is a party or by which Seller is bound, or require the consent or approval of, or any notice to, any party to any such contract or give any party to any such contract a right of termination, cancellation, acceleration or modification thereunder, except where such violation or breach or the failure to obtain such consent or approval would not have a material adverse effect on Seller’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder.
No Violation or Conflict by Seller. The execution, delivery and performance of this Agreement by Seller (a) do not and will not conflict with or violate any Law, judgment, order or decree binding on Seller or the Articles of Incorporation or Bylaws of Seller or any contract or agreement to which Seller is a party or by which it is bound, the breach of which could have a material adverse effect on Seller's ability to consummate the transactions contemplated hereby, or on the business, financial condition or results of operations of the Company, and (b) will not require the consent or approval of any other party or, except as set forth in Exhibit 3.7 attached hereto, give any party to any Contract any right of termination, cancellation, acceleration or modification thereunder. No notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or self-regulatory agency is necessary or is required to be made or obtained by Seller in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby; provided, however, that consummation of the transactions contemplated by this Agreement is subject to the requirements of the HSR Act.
No Violation or Conflict by Seller. The execution, delivery and ---------------------------------- performance of this Agreement by Seller does not and the consummation of the transactions contemplated by this Agreement will not (i) contravene any provision of the Articles of Incorporation or Bylaws of Seller, (ii) breach any term or provision of or cause an acceleration of any obligation under any material agreement of Seller, (iii) cause a default under any indenture or other instrument to which Seller is bound or (iv) to the best of Seller's knowledge, violate or conflict with any statute, law, rule or regulation.
No Violation or Conflict by Seller. Except as listed in Exhibit 3.3, the execution, delivery and performance of this Agreement by Seller do not and will not conflict with or violate any law, judgment, order or decree binding on Seller, or the Articles of Incorporation or Bylaws of Seller or any contract, security interests, lien or agreement to which Seller is a party or by which it is bound, except that Seller makes no representation or warranty with respect to compliance with the bulk sales laws of any state.
No Violation or Conflict by Seller. The execution, delivery, and performance by Seller of this Agreement and all of the other documents and instruments contemplated hereby to which Seller is a party do not and will not conflict with or violate any Law, judgment, order or decree binding on Seller, the Articles of Incorporation or Bylaws of Seller, or any Designated Contract, except as set forth in Schedule 3.3 ), or give any party to any Designated Contract, any rightof termination, cancellation, acceleration or modification thereunder except as set forth in Schedule 3.3. Except as set forth herein or as to which failure to obtain would not have a material adverse effect on the Assets or their use by the Purchaser, no consent of any other person (except those third parties with whom Seller has entered into Designated Contracts listed in Schedule 3.3), and no notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or self-regulatory agency (except for applicable filings under applicable state Bulk Sales Acts and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")) is necessary or is required to be made or obtained by Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
No Violation or Conflict by Seller. The execution, delivery and performance of this Agreement by Seller and the Shareholders does not and will not violate, conflict with or
No Violation or Conflict by Seller. Except as set forth on Schedule 3.3 attached hereto, the execution, delivery and performance by Seller of this Agreement and all of the other documents and instruments contemplated hereby to which Seller is a party do not and will not (a) conflict with or violate any Law, judgment, order or decree binding on Seller, the Articles of Incorporation or Bylaws of Seller, or any contract or agreement to which Seller is a party or by which it is bound or (b) result in any party to any Contract having a right of cancellation or termination thereof or right to exercise any option thereunder. Except with respect to (i) the Assignment Consents, all of which shall have been obtained by Seller and delivered to Buyer prior to the Closing, and (ii) the filing of Premerger Notification and Report Forms under the HSR Act, no consent of any other person, and no notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or self-regulatory agency is necessary or is required to be made or obtained by Seller in connection with the consummation of the transactions contemplated in this Agreement.
