No Violation or Conflict; No Default Sample Clauses

No Violation or Conflict; No Default. Neither the nature of the business of the Company nor the execution, delivery or performance of this Agreement, or any related documents by the Company, nor the compliance with its obligation hereunder or thereunder, nor the consummation of the transactions contemplated hereby, nor the issuance, sale or delivery of the Shares will: (1) Violate or conflict with any provisions of the Company's Certificate of Incorporation or By-laws; (2) Violate or conflict with any applicable laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect"); (3) Violate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default under), or permit the termination of, or require the consent of any person or entity under, result in the creation or imposition of any lien or other encumbrance upon any property of the Company under, result in the loss by the Company or modification in any manner adverse to the Company of any right or benefit under, or give to any other person or entity any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; or (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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No Violation or Conflict; No Default. Neither the execution or delivery of this Agreement, the Registration Rights Agreement or the Commitment Letter by the Company nor the issuance, sale or delivery of the Notes nor the performance of its respective obligations hereunder or thereunder will: (a) violate any provision of the Charter Documents of the Company; (b) violate any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority to which the Company, any of its Subsidiaries, or any of their respective properties may be subject; (c) permit or cause the acceleration of the maturity of any debt or obligation of the Company or any of its Subsidiaries; (d) violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any Person under, or result in the creation of any Lien upon any property of the Company or any of its Subsidiaries under, any mortgage, indenture, loan agreement, note, debenture or other agreement for borrowed money or any other material agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries (or their respective properties) may be bound, other than such violations, conflicts, defaults, terminations and Liens, or such failures to obtain consents, which could not reasonably be expected to result in a Material Adverse Effect.
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No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement or any of the other Loan Documents by it, nor the compliance with its obligations thereunder, nor the consummation of the transactions contemplated thereby, nor the issuance, sale or delivery of the Promissory Note will: (i) violate any provision of its Charter Documents; 560824274.4 [NEWYORK 2931135_16] (ii) violate any statute, Law, rule or regulation or any judgment, decree, order, regulation or rule of any Governmental Authority to which it, any of its Subsidiaries or any of the properties of it or any of its Subsidiaries may be subject; (iii) permit or cause the acceleration of the maturity of any debt or obligation of it or any or its Subsidiaries; or (iv) violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any Person under, or result in the creation or imposition of any Lien (other than Liens permitted under Section 5.02(a) through (k) of this Agreement) upon any property of it or any or its Subsidiaries under, any mortgage, indenture, loan agreement, note, debenture, agreement for borrowed money or any other agreement to which it or any of its Subsidiaries is a party or by which it or any of its Subsidiaries (or their properties) may be bound, other than such violations, conflicts, defaults, terminations and Liens, or such failures to obtain consents, which could not reasonably be expected to result in a Material Adverse Effect. (b) Neither it nor any of its Subsidiaries is in default (without giving effect to any grace or cure period or notice requirement) under any agreement for borrowed money or under any agreement pursuant to which any of its securities were sold.
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No Violation or Conflict; No Default. Except as set forth on Schedule 4.9 of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement or the other Transaction Documents by the Group Companies, nor the compliance with their respective obligations hereunder or thereunder or under the Restated Articles, nor the consummation of the transaction contemplated by this Agreement, the other Transaction Documents or the Restated Articles, nor the sale, issuance, or delivery of the Purchased Shares or Ordinary Shares issued or issuable upon the conversion of Purchased Shares will (A) violate, be in conflict with, breach, constitute, with or without the passage of time or the giving of notice or both, a default under, or require the consent, approval or authorization of any Person under (i) any Applicable Laws in any material respect, (ii) any Material Contract in any material respect or (iii) the Constitutional Documents of any Group Company, or (B) require the consent, approval or authorization of any Person under (i) any Applicable Law, (ii) any Material Contract or (iii) the Constitutional Documents of any Group Company. It is acknowledged that the materiality qualification in this Section 4.9 shall not affect the representations and warranties in Sections 4.4 and 4.5.
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No Violation or Conflict; No Default. (a) Neither the nature of the business of any of the Covenantors, the execution, delivery or performance of the Transaction Agreements, nor the compliance with their respective obligations hereunder or thereunder, nor the consummation of the transaction contemplated by the Transaction Agreements, nor the sale, issuance, or delivery of the Series A Shares or Ordinary Shares issued or issuable upon the conversion of Series A Shares will: (i) cause the PRC Subsidiary to lose the status of a sino-foreign joint venture or wholly foreign owned enterprise; (ii) violate or conflict with any Applicable Laws; or (iii) violate, be in conflict with, breach, constitute, with or without the passage of time or the giving of notice or both, a default under, require the consent of any Person under, result in the creation or imposition of any Lien upon any property of any of the Group Companies, result in the loss or modification in any manner adverse to any of the Group Companies of any right or benefit under, or give to any other Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any material mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation in a written form (collectively, “Contracts”) to which any of the Group Companies is a party or by which its properties may be bound or affected or any constitutional documents of any of the Group Companies which include, without limitation and as applicable, articles of incorporation, memoranda and/or articles of association, by-laws, joint venture contracts, feasibility studies and the like (the “Constitutional Documents”). (b) None of the Group Companies are in default (without giving effect to any grace or cure period or notice requirement) under any Contract, any of the Constitutional Documents or any applicable judgments or orders. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized.
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No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement or any of the other Documents by Holdings nor the compliance with its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Securities will: (1) violate any provision of the Charter Documents of Holdings;
Sample 1

Related to No Violation or Conflict; No Default

  • No Violation or Conflict Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

  • No Violation or Default Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

  • No Conflict; No Default Neither the execution, delivery and performance of this agreement nor the consummation by the party of the transactions contemplated in this agreement will conflict with, violate or result in a breach of (a) any law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, applicable to such party, (b) any term, condition or provision of the articles of incorporation, certificate of limited partnership, certificate of organization, bylaws, partnership agreement or limited liability company agreement (or other governing documents) of such party or of any material agreement or instrument to which such party is or may be bound or to which any of its material properties or assets is subject.

  • No Conflict, Breach, Violation or Default The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investor through the XXXXX system), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties is subject.

  • Absence of Violation or Default The Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for such violations or defaults that have not and could not result in an Adviser Material Adverse Effect.

  • No Conflicts and No Violation The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its property that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

  • No Violation or Breach The execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby, do not and will not conflict with, result in a violation or breach of, constitute a default (or an event which with the giving of notice or the lapse of time or both would constitute a default) or give rise to any right of termination or acceleration of any right or obligation of it under, or result in the creation or imposition of any lien, mortgage, pledge, security interest, claim, right of first refusal or other limitation on transfer or other encumbrance upon any of its Restricted Securities or shares of Common Stock of the Company, as the case may be, by reason of the terms of, (a) its memorandum of association, certificate of incorporation, by-laws or other charter or organizational document, (b) any contract, agreement, lease, license, mortgage, note, bond, debenture, indenture or other instrument or obligation to which it is a party or by or to which it or its assets or properties may be bound or subject, (c) any order, writ, judgment, injunction, award, decree, law, statute, rule or regulation applicable to it or (d) any license, permit, order, consent, approval, registration, authorization or qualification with or under any governmental agency, other than in the case of clauses (b), (c) or (d) above any conflict, violation, breach or default which would not, individually or in the aggregate together with all other such conflicts, violations, breaches or defaults, have a material adverse effect on it or have a material adverse effect on its ability to perform its obligations, or consummate the transactions contemplated, hereunder.

  • Absence of Conflict or Default The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under (i) its organizational documents, (ii) any indenture, mortgage, deed of trust or lease to which the Dealer Manager is a party or by which it may be bound, or to which any of the property or assets of the Dealer Manager is subject, or (iii) any rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager or its assets, properties or operations, except in the case of clause (ii) or (iii) for such conflicts or defaults that would not individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Dealer Manager.

  • Absence of Violations, Defaults and Conflicts The Company is not (A) in violation of its charter, by-laws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound or to which any of the properties or assets of the Company is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of the Operative Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Company or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

  • No Violations or Defaults Neither the Company nor any of its subsidiaries is in violation of its respective charter, by-laws or other organizational documents, or in breach of or otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement or any other material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to which any of the material property or assets of the Company or any of its subsidiaries is subject.

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