No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is in default, and no event has occurred that, with notice or lapse of time or both, would constitute 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 property or assets of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 23 contracts
Samples: Underwriting Agreement (Air Lease Corp), Distribution Agreement (Air Lease Corp), Underwriting Agreement (Air Lease Corp)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Significant Subsidiaries is a party or by which the Company or any of its subsidiaries Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 18 contracts
Samples: Underwriting Agreement (Fidelity National Financial, Inc.), Underwriting Agreement (Fidelity National Financial, Inc.), Underwriting Agreement (Fidelity National Financial, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 17 contracts
Samples: Underwriting Agreement (MediaAlpha, Inc.), Underwriting Agreement (MediaAlpha, Inc.), Underwriting Agreement (MediaAlpha, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company and its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 16 contracts
Samples: Underwriting Agreement (StandardAero, Inc.), Underwriting Agreement (StandardAero, Inc.), Underwriting Agreement (CARGO Therapeutics, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 16 contracts
Samples: Purchase Agreement (Sixth Street Lending Partners), Purchase Agreement (Sixth Street Lending Partners), Underwriting Agreement (TPG Specialty Lending, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries significant subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) . Neither the Company nor any of its subsidiaries is (i) 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 (iiiii) the Company nor any of its subsidiaries is 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 (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 13 contracts
Samples: Underwriting Agreement (Roper Technologies Inc), Underwriting Agreement (Oracle Corp), Underwriting Agreement (Oracle Corp)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 12 contracts
Samples: Underwriting Agreement (e.l.f. Beauty, Inc.), Underwriting Agreement (e.l.f. Beauty, Inc.), Underwriting Agreement (CDW Corp)
No Violation or Default. Neither (i) Except as set forth in the General Disclosure Package, neither the Company nor any of its Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is Subsidiaries are subject; or (iii) the Company nor any of its subsidiaries is 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 each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect. Except as set forth in the General Disclosure Package, to the Company’s knowledge, no other party under any material contract or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.
Appears in 12 contracts
Samples: Distribution Agreement (Tellurian Inc. /De/), Sales Contracts (Tellurian Inc. /De/), Distribution Agreement (Tellurian Inc. /De/)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property property, right or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company and its subsidiaries or their respective property, except, in the case of clauses (i), (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 12 contracts
Samples: Underwriting Agreement (Navient Corp), Underwriting Agreement (Navient Corp), Underwriting Agreement (Navient Corp)
No Violation or Default. Neither the Transaction Entities nor any of their respective subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 the Transaction Entities or their respective subsidiaries is a party or by which the Company or any of its the Transaction Entities or their respective subsidiaries is bound or to which any of the property or assets of the Company or any of its the Transaction Entities or their respective subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 9 contracts
Samples: Underwriting Agreement (ESH Hospitality, Inc.), Underwriting Agreement (ESH Hospitality, Inc.), Underwriting Agreement (ESH Hospitality, Inc.)
No Violation or Default. Neither None of the Company or any of its subsidiaries are (i) the Company nor any of its Significant Subsidiaries is in violation of its their respective charter charters or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 are a party or by which the Company or any of its subsidiaries is are bound or to which any property or assets asset of the Company or any of its subsidiaries is are subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation applicable to the Company or any of its subsidiaries of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 9 contracts
Samples: Underwriting Agreement (Option Care Health, Inc.), Underwriting Agreement (Option Care Health, Inc.), Underwriting Agreement (Option Care Health, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries the Company’s subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 the Company’s subsidiaries is a party or by which the Company or any of its the Company’s subsidiaries is bound or to which any of the property or assets of the Company or any of its the Company’s subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable 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 (i) (solely with respect to the Company’s subsidiaries that are not Subsidiaries), (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 8 contracts
Samples: Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.)
No Violation or Default. Neither None of the Company and the Guarantors nor any of their respective subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Indirect Parent, the Company or any of its their respective subsidiaries is a party or by which the Indirect Parent, the Company or any of its their respective subsidiaries is bound or to which any of the property or assets of the Indirect Parent, the Company or any of its their respective subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 8 contracts
Samples: Purchase Agreement, Purchase Agreement (Budget Truck Rental LLC), Purchase Agreement (Avis Budget Group, Inc.)
No Violation or Default. Neither None of the Company or any of its subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Disco (Guernsey) Holdings L.P. Inc.), Underwriting Agreement (Accenture PLC), Underwriting Agreement (Duck Creek Technologies, Inc.)
No Violation or Default. Neither (i) the Company Adviser nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 agreement, or other agreement or instrument to which the Company Adviser or any of its subsidiaries is a party or by which the Company Adviser or any of its subsidiaries is bound or to which any of the property or assets of the Company Adviser or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Adviser or any of its subsidiaries or any judgment, order, rule rule, or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Adviser or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a an Adviser Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Pearl Diver Credit Co Inc.), Underwriting Agreement (Owl Rock Capital Corp), Underwriting Agreement (Owl Rock Capital Corp)
No Violation or Default. Neither (i) Neither the Company nor any of its the Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is 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 and (iii) neither the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, and with respect to the Company’s subsidiaries in the case of clause (i) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or materially impair or delay the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Appears in 7 contracts
Samples: Underwriting Agreement (Sunnova Energy International Inc.), Underwriting Agreement (Sunnova Energy International Inc.), Underwriting Agreement (Sunnova Energy International Inc.)
No Violation or Default. Neither (i) Neither the Company nor any of its Significant Designated Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is 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 and (iii) neither the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (TJX Companies Inc /De/), Underwriting Agreement (TJX Companies Inc /De/), Underwriting Agreement (TJX Companies Inc /De/)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is (i) in violation of its declaration of trust, certificate of formation, charter, by-laws, partnership agreement, limited liability company agreement or other organization document, as the case may be; (ii) except as described in the Registration Statement, 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) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Ramco Gershenson Properties Trust), Underwriting Agreement (Ramco Gershenson Properties Trust), Underwriting Agreement (Ramco Gershenson Properties Trust)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Kinsale Capital Group, Inc.), Underwriting Agreement (Kinsale Capital Group, Inc.), Underwriting Agreement (Peloton Therapeutics, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, in each case, applicable to the Company and its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Agreement.
Appears in 6 contracts
Samples: Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is in default, and and, to the knowledge of the Company, 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) the Company nor any of its subsidiaries is in violation of any law or statute (including, without limitation, any law or statute related to the extension of credit) 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 notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Fleetcor Technologies Inc), Underwriting Agreement (Fleetcor Technologies Inc), Underwriting Agreement (Fleetcor Technologies Inc)
No Violation or Default. Neither (i) Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 credit agreement, note, contract, franchise, lease 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) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Alnylam Pharmaceuticals, Inc.), Underwriting Agreement (Alnylam Pharmaceuticals, Inc.), Underwriting Agreement (Alnylam Pharmaceuticals, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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, except, in each case, as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Distribution Agreement (Retail Properties of America, Inc.), Distribution Agreement (Retail Properties of America, Inc.), Distribution Agreement (Retail Properties of America, Inc.)
No Violation or Default. Neither (i) the The Company nor any of its Significant Subsidiaries is not in violation of its respective charter or bylaws by-laws or similar organizational documents; , (ii) none of the Company’s subsidiaries are in violation of their respective charters or similar organizational documents and (iii) neither the Company nor any of its subsidiaries is are (x) 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; subject or (iiiy) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi)
No Violation or Default. Neither None of the Company, JEH LLC or any of their respective subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Company, JEH LLC or any of its their respective subsidiaries is a party or by which the Company Company, JEH LLC or any of its their respective subsidiaries is bound or to which any of the property or assets of the Company Company, JEH LLC or any of its their respective subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Jones Energy, Inc.), Underwriting Agreement (Jones Energy, Inc.), Underwriting Agreement (Jones Energy, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Significant Subsidiaries is a party or by which the Company or any of its subsidiaries Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Significant Subsidiaries or any of their properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Purchase Agreement (Netflix Inc), Purchase Agreement (Netflix Inc), Euro Purchase Agreement (Netflix Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having the jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Akoya Biosciences, Inc.), Equity Distribution Agreement (Akoya Biosciences, Inc.), Underwriting Agreement (Cyteir Therapeutics, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/)
No Violation or Default. Neither (i) the Company nor any of its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries Subsidiaries”) is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Significant Subsidiaries is bound or to which any property or assets asset of the Company or any of its subsidiaries Significant Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Significant Subsidiaries, except, in the case of clauses (i) (if such entity is not the Company or a significant subsidiary), (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Ceridian HCM Holding Inc.), Underwriting Agreement (Ceridian HCM Holding Inc.), Underwriting Agreement (Ceridian HCM Holding Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries the Company’s subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 the Company’s subsidiaries is a party or by which the Company or any of its the Company’s subsidiaries is bound or to which any of the property or assets of the Company or any of its the Company’s subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable 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, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (CommScope Holding Company, Inc.), Underwriting Agreement (CommScope Holding Company, Inc.), Underwriting Agreement (CommScope Holding Company, Inc.)
No Violation or Default. Neither (i) the Company Adviser nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws certificate of formation and operating agreement or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 agreement, or other agreement or instrument to which the Company Adviser or any of its subsidiaries is a party or by which the Company Adviser or any of its subsidiaries is bound or to which any of the property or assets of the Company Adviser or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Adviser or any of its subsidiaries or any judgment, order, rule rule, or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Adviser or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a an Adviser Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Blue Owl Capital Corp), Underwriting Agreement (Owl Rock Capital Corp), Underwriting Agreement (Owl Rock Capital Corp)
No Violation or Default. Neither the Company, Holdings nor any of Holdings’ other subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar other constituting or organizational documents; (ii) the Company nor any of its subsidiaries is in default, and no event has occurred thator, with notice to the knowledge of the Company or lapse of time or bothany Guarantor, would constitute a alleged by any other party to be in default, in the due performance or observance of any termobligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement or credit agreement, note, lease or other agreement or instrument to which the Company Company, Holdings or any of its Holdings’ other subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any of the property or assets of the Company Company, Holdings or any of its Holdings’ other subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Auburn Hills Manufacturing, Inc.), Underwriting Agreement (American Axle & Manufacturing Holdings Inc), Underwriting Agreement (American Axle & Manufacturing Holdings Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective articles of incorporation, charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (DoubleDown Interactive Co., Ltd.), Underwriting Agreement (DoubleDown Interactive Co., Ltd.), Underwriting Agreement (DoubleDown Interactive Co., Ltd.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Purchase Agreement (Netflix Inc), Purchase Agreement (Netflix Inc), Purchase Agreement (Netflix Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries significant subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (SodaStream International Ltd.), Underwriting Agreement (SodaStream International Ltd.), Underwriting Agreement (SodaStream International Ltd.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is (i) in violation of its charter, memorandum of association, bye-laws or similar organizational documents, as applicable, (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; subject or (iii) the Company nor any of its subsidiaries is 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 clause (i) above, with respect to subsidiaries of the Company other than the Significant Subsidiaries and in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Aircastle LTD), Underwriting Agreement (Aircastle LTD), Underwriting Agreement (Aircastle LTD)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) except as described in the Company nor any of its subsidiaries is Registration Statement or the Pricing Disclosure Package, 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, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Uil Holdings Corp), Underwriting Agreement (Uil Holdings Corp), Underwriting Agreement (Uil Holdings Corp)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot be reasonably expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (RxSight, Inc.), Underwriting Agreement (RxSight, Inc.), Underwriting Agreement (RxSight, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) . Neither the Company nor any of its subsidiaries is (i) 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 (iiiii) the Company nor any of its subsidiaries is 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 (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Match Group, Inc.), Underwriting Agreement (Qiwi), Underwriting Agreement (Qiwi)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Significant Subsidiaries is a party or by which the Company or any of its subsidiaries Significant Subsidiaries is bound or to which any property or assets asset of the Company or any of its subsidiaries Significant Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Significant Subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Madison Square Garden Entertainment Corp.), Underwriting Agreement (Madison Square Garden Entertainment Corp.), Underwriting Agreement (Madison Square Garden Entertainment Corp.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Duckhorn Portfolio, Inc.), Underwriting Agreement (Duckhorn Portfolio, Inc.), Underwriting Agreement (Duckhorn Portfolio, Inc.)
No Violation or Default. Neither (i) the Company Partnership nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter certificate of limited partnership, formation or incorporation, agreement of limited partnership, limited liability company agreement or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Partnership or any of its subsidiaries is a party or by which the Company Partnership or any of its subsidiaries is bound or to which any of the property or assets of the Company Partnership or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Purchase Agreement (Antero Midstream GP LP), Purchase Agreement, Purchase Agreement (Antero Midstream Partners LP)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Amag Pharmaceuticals Inc.), Underwriting Agreement (Amag Pharmaceuticals Inc.), Underwriting Agreement (Volcano Corp)
No Violation or Default. Neither None of the Company Parties nor any of their subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 a Company Party or any of its subsidiaries is a party or by which the a Company Party or any of its subsidiaries is bound or to which any property or assets asset of the a Company Party or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company Parties or any of their subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (TPG Inc.), Underwriting Agreement (TPG Gp A, LLC), Underwriting Agreement (TPG Partners, LLC)
No Violation or Default. Neither (i) Neither the Company nor any of its the Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is 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) neither the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc)
No Violation or Default. Neither (i) Neither the Company nor any of its Significant Material Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is 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 and (iii) neither the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Walgreen Co), Underwriting Agreement (Walgreen Co), Underwriting Agreement (Walgreen Co)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) and neither the Company nor any of its subsidiaries is (i) 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 (iiiii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation regulation, applicable to the Company or its subsidiaries, of any court or arbitrator or governmental or regulatory authority, ; except, in the case of clauses (iii) and (iiiii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Steelcase Inc), Underwriting Agreement (Steelcase Inc), Underwriting Agreement (Steelcase Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is subsidiaries is: (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries or any of their property or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Advance Auto Parts Inc), Underwriting Agreement (Advance Auto Parts Inc), Underwriting Agreement (Advance Auto Parts Inc)
No Violation or Default. Neither None of the SDH Parties or any of their respective subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 any SDH Party or any of its their respective subsidiaries is a party or by which the Company any SDH Party or any of its their respective subsidiaries is bound or to which any property property, right or assets asset of the Company any SDH Party or any of its their respective subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the SDH Parties or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Smith Douglas Homes Corp.), Underwriting Agreement (Smith Douglas Homes Corp.), Underwriting Agreement (Smith Douglas Homes Corp.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is 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 clause (i) solely as it relates to subsidiaries of the Company and clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Starwood Hotel & Resorts Worldwide Inc), Underwriting Agreement (Starwood Hotel & Resorts Worldwide Inc), Underwriting Agreement (Starwood Hotel & Resorts Worldwide Inc)
No Violation or Default. Neither None of the Company, Parent or any of Parent’s subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws charter, by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Company, Parent or any of its Parent’s subsidiaries is a party or by which the Company Company, Parent or any of its Parent’s subsidiaries is bound or to which any of the property or assets of the Company Company, Parent or any of its Parent’s subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Cooper Industries LTD), Purchase Agreement (Cooper Industries LTD), Underwriting Agreement (Cooper Industries LTD)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, and with respect to the Company’s subsidiaries in the case of clause (i) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Lyft, Inc.), Purchase Agreement (Lyft, Inc.), Underwriting Agreement (Lyft, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any subsidiary or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Altair Engineering Inc.), Underwriting Agreement (Altair Engineering Inc.), Underwriting Agreement (Altair Engineering Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (EngageSmart, Inc.), Underwriting Agreement (EngageSmart, LLC), Purchase Agreement (World Wrestling Entertainmentinc)
No Violation or Default. Neither (i) None of the Company nor Company, the Guarantors or any of its the Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) . Neither the Company nor any of its subsidiaries is (i) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a defaultdefault (“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 subjectsubject (each, an “Existing Instrument”); or (iiiii) the Company nor any of its subsidiaries is 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 (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Oshkosh Corp), Purchase Agreement (Oshkosh Corp), Purchase Agreement (Oshkosh Corp)
No Violation or Default. Neither (i) As of the date hereof, neither the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) . As of the date hereof, neither the Company nor any of its subsidiaries is Subsidiaries is: (i) except as a result of the Proceedings, 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 Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject; or (iiiii) the Company nor any of its subsidiaries is 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 (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Equity Commitment Agreement (Owens Corning), Equity Commitment Agreement (Owens Corning), Equity Commitment Agreement (Owens Corning)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) except as described in the Company nor any of its subsidiaries is Registration Statement, the Pricing Disclosure Package and the Prospectus, 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, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Portland General Electric Co /Or/), Underwriting Agreement (Portland General Electric Co /Or/), Underwriting Agreement (Portland General Electric Co /Or/)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Significant Subsidiaries is a party or by which the Company or any of its subsidiaries Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Significant Subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Cannae Holdings, Inc.), Underwriting Agreement (Cannae Holdings, Inc.), Underwriting Agreement (Black Knight, Inc.)
No Violation or Default. Neither (i) the Company nor any of its the Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 the Significant Subsidiaries is a party or by which the Company or any of its subsidiaries the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries the Significant Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Health Net Inc), Underwriting Agreement (Health Net Inc), Underwriting Agreement (Wilmington Trust Corp)
No Violation or Default. Neither the Company nor its subsidiary is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter articles, charter, organizational regulations or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 subsidiary is a party or by which the Company or any of its subsidiaries subsidiary is bound or to which any property or assets asset of the Company or any of its subsidiaries subsidiary is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or its subsidiary or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority (including stock exchange authorities) having jurisdiction over the Company or its subsidiary, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Molecular Partners Ag), Sales Agreement (Molecular Partners Ag), Underwriting Agreement (Molecular Partners Ag)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective articles of association, charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, authority having jurisdiction over the Company or any of its subsidiaries except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Sales Agreement (Nano-X Imaging Ltd.), Underwriting Agreement (Nano-X Imaging Ltd.), Underwriting Agreement (Nano-X Imaging Ltd.)
No Violation or Default. Neither None of the Company, the Parents or the other Guarantors nor any of their subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Indirect Parent, the Company or any of its their subsidiaries is a party or by which the Indirect Parent, the Company or any of its their subsidiaries is bound or to which any of the property or assets of the Indirect Parent, the Company or any of its their subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Avis Budget Group, Inc.), Purchase Agreement (Avis Budget Group, Inc.), Purchase Agreement (Avis Budget Group, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority have jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Thompson Creek Metals CO Inc.), Underwriting Agreement (Thompson Creek Metals CO Inc.)
No Violation or Default. Neither the Company, the LLC nor any of their respective subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter charter, by-laws or bylaws limited liability company agreement or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Company, the LLC or any of its their respective subsidiaries is a party or by which the Company Company, the LLC or any of its their respective subsidiaries is bound or to which any property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, the LLC or any of their respective subsidiaries, as applicable, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Nextracker Inc.), Underwriting Agreement (Nextracker Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, or any of their properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Equity Distribution Agreement (ONE Gas, Inc.), Equity Distribution Agreement (ONE Gas, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, and with respect to the Company’s non-significant subsidiaries in the case of clause (i) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Intapp, Inc.), Underwriting Agreement (Intapp, Inc.)
No Violation or Default. Neither (i) the Company Parent nor any of its Significant Subsidiaries significant subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company Parent nor any of its subsidiaries is 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 Parent or any of its subsidiaries is a party or by which the Company Parent or any of its subsidiaries is bound or to which any of the property or assets of the Company Parent or any of its subsidiaries is subject; or (iii) the Company Parent nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Delphi Automotive PLC), Underwriting Agreement (Delphi Automotive PLC)
No Violation or Default. Neither Except as disclosed in the Pricing Disclosure Package and the Prospectus, neither the Company nor a Significant Subsidiary is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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, operating agreement, property management 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityother Governmental 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Strategic Hotels & Resorts, Inc), Underwriting Agreement (Strategic Hotels & Resorts, Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, and with respect to the Company’s subsidiaries in the case of clause (i) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or materially impair or delay the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Purchase Agreement (Sunnova Energy International Inc.), Purchase Agreement (Sunnova Energy International Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents, including all amendments and restatements thereto (together, the “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 party, 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 subjectsubject (except as disclosed in the Registration Statement); or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Obagi Medical Products, Inc.), Underwriting Agreement (Obagi Medical Products, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation applicable to the Company or any of its subsidiaries of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, 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 or reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Commercial Credit, Inc.), Underwriting Agreement (Commercial Credit, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries significant subsidiaries is (i) in violation of its respective memorandum of association, charter or bylaws bye-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 significant subsidiaries is a party or by which the Company or any of its significant subsidiaries is bound or to which any property or assets asset of the Company or any of its significant subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its significant subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Fidelis Insurance Holdings LTD), Underwriting Agreement (Fidelis Insurance Holdings LTD)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is 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 except with respect to each of clauses (i) (only insofar as it relates to the Company’s subsidiaries), (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Commscope Inc), Underwriting Agreement (Commscope Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws or similar organizational documents; (ii) except as described in the Company nor any of its subsidiaries is Registration Statement and the Prospectus, 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) except as described in the Company nor any of its subsidiaries is Registration Statement and the Prospectus, 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Portland General Electric Co /Or/), Equity Distribution Agreement (Portland General Electric Co /Or/)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is subsidiaries is: (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 covenant, condition or condition other obligation 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 property property, right or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries or any of their respective property or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole or on the performance by the Company of its obligations under the Transaction Documents (a “Material Adverse Effect”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Accelerate Diagnostics, Inc), Securities Purchase Agreement (Accelerate Diagnostics, Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant the Designated Subsidiaries is (i) in violation of its respective charter memorandum of association or bylaws bye-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries the Designated Subsidiaries is a party or by which the Company or any of its subsidiaries the Designated Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries the Designated Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, any of the Designated Subsidiaries or their properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Third Point Reinsurance Ltd.), Underwriting Agreement (Third Point Reinsurance Ltd.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries significant subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 significant subsidiaries is a party or by which the Company or any of its significant subsidiaries is bound or to which any property or assets asset of the Company or any of its significant subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority have jurisdiction over the Company or any of its significant subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Clarios International Inc.), Underwriting Agreement (Clarios International Inc.)
No Violation or Default. Neither None of the Company, any of the Significant Subsidiaries or, to the knowledge of the Company, any of the Acquired Companies is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or Company, any of its subsidiaries or any of the Acquired Companies is a party or by which the Company or Company, any of its subsidiaries or any of the Acquired Companies is bound or to which any of the property or assets of the Company or Company, any of its subsidiaries or any of the Acquired Companies is subjectsubject (an “Existing Instrument”); or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company, any of its subsidiaries or any of the Acquired Companies or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, any of its subsidiaries or any of the Acquired Companies, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Warner Chilcott LTD), Underwriting Agreement (Warner Chilcott LTD)
No Violation or Default. Neither (i) the Company nor any of its significant subsidiaries (as defined by Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiaries Subsidiary” and together, the “Significant Subsidiaries”) is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Sienna Biopharmaceuticals, Inc.), Underwriting Agreement (Sienna Biopharmaceuticals, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 property property, right or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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 (i) (with respect to subsidiaries), (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Total System Services Inc), Underwriting Agreement (Total System Services Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (i) (but only as such clause (i) relates to subsidiaries that are not significant subsidiaries), (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Medicines Co /De), Underwriting Agreement (Medicines Co /De)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is (i) in violation of its charter, by-laws, partnership agreement, limited liability company agreement or similar organizational document, as the case may be; (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) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Getty Realty Corp /Md/), Underwriting Agreement (Getty Realty Corp /Md/)
No Violation or Default. Neither Except as disclosed in the Pricing Disclosure Package and the Prospectus, neither the Company nor a Significant Subsidiary is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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, operating agreement, property management 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityother Governmental 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Strategic Hotels & Resorts, Inc), Underwriting Agreement (Strategic Hotels & Resorts, Inc)
No Violation or Default. Neither (i) the Company Issuer nor any of its Significant Subsidiaries significant subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company Issuer nor any of its subsidiaries is 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 Issuer or any of its subsidiaries is a party or by which the Company Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Company Issuer or any of its subsidiaries is subject; or (iii) the Company Issuer nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Delphi Automotive PLC), Underwriting Agreement (Delphi Automotive PLC)
No Violation or Default. Neither None of the RSG Parties or any of their respective subsidiaries is (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 any RSG Party or any of its their respective subsidiaries is a party or by which the Company any RSG Party or any of its their respective subsidiaries is bound or to which any property property, right or assets asset of the Company any RSG Party or any of its their respective subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the RSG Parties or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Ryan Specialty Group Holdings, Inc.), Underwriting Agreement (Ryan Specialty Group Holdings, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Significant Subsidiaries is a party or by which the Company or any of its subsidiaries Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, 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, reasonably be expected to have a Material Adverse Effect.. The agreements identified by the Company in the certificate referenced in paragraph (6) of the opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, are all of the agreements or contracts of the Company that are required to be filed or incorporated by reference as exhibits to the Company’s annual report on Form 10-K.
Appears in 2 contracts
Samples: Underwriting Agreement (Xilinx Inc), Underwriting Agreement (Xilinx Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective articles of association, charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 termobligation, 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 property or assets asset of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Fiverr International Ltd.), Underwriting Agreement (Fiverr International Ltd.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is (i) in violation of its respective notice of articles, articles, charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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, hypothec, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any property property, right or assets asset of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (B2gold Corp), Purchase Agreement
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws or similar organizational documents; (ii) the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws (including estatutos sociales and estatutos sociais) or similar constitutive or 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) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Mercadolibre Inc), Underwriting Agreement (Mercadolibre Inc)
No Violation or Default. Neither (i) the Company nor any of its Significant the Designated Subsidiaries is (i) in material violation of its respective charter memorandum of association or bylaws bye-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries the Designated Subsidiaries is a party or by which the Company or any of its subsidiaries the Designated Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries the Designated Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, any of the Designated Subsidiaries or their properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (SiriusPoint LTD), Underwriting Agreement (SiriusPoint LTD)
No Violation or Default. Neither (i) the Company nor any of its Significant the Designated Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar other organizational documents; , (ii) the Company nor any of its subsidiaries is 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 Designated Subsidiary of its subsidiaries the Company is a party or by which the Company or any Designated Subsidiary of its subsidiaries the Company is bound or to which any property property, right or assets asset of the Company or any Designated Subsidiary of its subsidiaries the Company is subject; subject or (iii) the Company nor any of its subsidiaries is 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, except for such defaults and violations in the case of these clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, in each case, applicable to the Company and its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Transaction Documents.
Appears in 2 contracts
Samples: Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust)
No Violation or Default. Neither (i) Neither the Company nor any of its Significant Subsidiaries Subsidiary is in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is 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) neither the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Frontier Communications Corp), Underwriting Agreement (Frontier Communications Corp)
No Violation or Default. Neither (i) the Company nor any of the Company’s subsidiaries nor, to the knowledge of the Company, the Acquired Company or any of its Significant Subsidiaries subsidiaries, is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 or the Acquired Company or any of its subsidiaries, as applicable, is a party or by which the Company or any of its subsidiaries or the Acquired Company or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of the Company or any of its subsidiaries or the Acquired Company or any of its subsidiaries, as applicable, is subject; or (iii) the Company nor any of its subsidiaries is 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 clause (i) (solely with respect to foreign subsidiaries that are not Significant Subsidiaries), and clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Keysight Technologies, Inc.), Underwriting Agreement (Keysight Technologies, Inc.)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries the Company’s subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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) the Company nor any of its subsidiaries is 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 clause (i) (solely with respect to foreign subsidiaries that are not Significant Subsidiaries), and clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Keysight Technologies, Inc.), Underwriting Agreement (Keysight Technologies, Inc.)
No Violation or Default. Neither (i) the The Company nor any of its Significant Subsidiaries is not in violation of its respective charter or bylaws by-laws or similar organizational documents; , (ii) none of the Company’s subsidiaries are in violation of their respective charters or similar organizational documents and (iii) neither the Company nor any of its subsidiaries is are (x) 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; subject or (iiiy) the Company nor any of its subsidiaries is 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, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi)
No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 Significant Subsidiaries is a party or by which the Company or any of its subsidiaries Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject; or (iii) the Company nor any of its subsidiaries is 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Trinity Industries Inc), Purchase Agreement (Trinity Marine Products, Inc.)
No Violation or Default. Neither (i) the Company nor any of its the Significant Subsidiaries is (i) in violation of its respective charter or bylaws by-laws or similar organizational documents; (ii) the Company nor any of its subsidiaries is 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 the Significant Subsidiaries is a party or by which the Company or any of its subsidiaries the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries the Significant Subsidiaries is subjectsubject (collectively, the “Agreements and Instruments”); or (iii) the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, except, in the case of clauses (ii) and (iii) aboveabove only, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Ca, Inc.), Underwriting Agreement (Ca, Inc.)