No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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; 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, 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. (i) Neither the The Company nor any of the Significant Subsidiaries is not in violation of its charter or 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; and subject or (iiiy) 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, have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi)
No Violation or Default. None of the Company, JEH LLC or any of their respective subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 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; and 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, have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Jones Energy, Inc.), Jones Energy, Inc., Jones Energy, Inc.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws bylaws 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, except, in each case, as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus; and 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, 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. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither 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; and 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, have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Ramco Gershenson Properties Trust), Ramco Gershenson Properties Trust, Ramco Gershenson Properties Trust
No Violation or Default. (i) Neither Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 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; and 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, have a Material Adverse Effect.
Appears in 6 contracts
Samples: Execution Version (Alnylam Pharmaceuticals, Inc.), Alnylam Pharmaceuticals, Inc., Alnylam Pharmaceuticals, Inc.
No Violation or Default. (i) Neither 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 charter or 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 Significant Subsidiaries is bound or to which any of the property or assets asset of the Company or any of its subsidiaries Significant Subsidiaries is subject; and 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 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: Ceridian HCM Holding Inc., Ceridian HCM Holding Inc., Ceridian HCM Holding Inc.
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is (i) in violation of its charter or 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 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; and or (iii) neither 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: Netflix Inc, Netflix Inc, Netflix Inc
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; and 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 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 5 contracts
Samples: Sales Agreement (Rapid Micro Biosystems, Inc.), Underwriting Agreement (Granite Point Mortgage Trust Inc.), Underwriting Agreement (Granite Point Mortgage Trust Inc.)
No Violation or Default. Neither the Company, Holdings nor any of Holdings’ other subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or similar other constituting or organizational documents; (ii) neither 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 such 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; and 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, have a Material Adverse Effect.
Appears in 5 contracts
Samples: Auburn Hills Manufacturing, Inc., American Axle & Manufacturing Holdings Inc, American Axle & Manufacturing Holdings Inc
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws bylaws 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 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 (collectively, “Company Contracts”); and 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 could not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, all third parties that are parties to any Company Contracts are in compliance with the terms, covenants and conditions contained in such Company Contracts, except for any violation that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.)
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither . 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; and or (iiiii) 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 (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Match Group, Inc.), Qiwi, Underwriting Agreement (Oshkosh Corp)
No Violation or Default. Neither (i) Neither the Company nor any of the Significant Subsidiaries its significant subsidiaries is in violation of its charter or 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; and 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, have a Material Adverse Effect.
Appears in 4 contracts
Samples: Letter Agreement (SodaStream International Ltd.), Letter Agreement (SodaStream International Ltd.), Underwriting Agreement (SodaStream International Ltd.)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither 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; and 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 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. (i) Neither None of the Company nor Company, the Guarantor or any of the other Significant Subsidiaries of the Company is in violation of its charter or by-laws or similar organizational documents; (ii) neither . Neither the Company nor any of its subsidiaries (including the Guarantor) 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; and or (iiiii) 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, except for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Samples: NEWMONT Corp /DE/, NEWMONT Corp /DE/, Newmont Goldcorp Corp /De/
No Violation or Default. None of the Company, Carnival plc or any subsidiaries of the Company or Carnival plc is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Company, Carnival plc or any of its their respective subsidiaries is a party or by which the Company Company, Carnival plc or any of its subsidiaries such subsidiary is bound or to which any of the property or assets of the Company Company, Carnival plc or any of its subsidiaries such subsidiary is subject; and 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 singly or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Terms Agreement (Carnival PLC), Carnival PLC, Carnival PLC
No Violation or Default. (i) Neither None of the Company nor Company, the Guarantors or any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither . 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”); and or (iiiii) 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 (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, 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. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; and 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, 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.), Lyft, Inc., Lyft, Inc.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is (i) in violation of its charter or 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 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; and 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, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Wilmington Trust Corp, Health Net Inc, Health Net Inc
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is (i) in violation of its charter or 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 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; and 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 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, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Cannae Holdings, Inc.), Underwriting Agreement (Cannae Holdings, Inc.), Lock Up Agreement (Black Knight, Inc.)
No Violation or Default. (i) Neither As of the date hereof, neither the Company nor any of the its Significant Subsidiaries is in violation of its charter or 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; and or (iiiii) 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 (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, 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. None of the Company, the Parents or the other Guarantors nor any of their subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 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; and or (iii) neither 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.), Avis Budget Group, Inc.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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; and 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, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc), Redwood Trust Inc
No Violation or Default. (i) Neither the Company nor any of the Significant its Material Subsidiaries is in violation of its charter or 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; 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, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Walgreen Co), Walgreen Co, Walgreen Co
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is in violation of its charter or 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; and or (iiiii) neither 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, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Steelcase Inc, Steelcase Inc, Steelcase Inc
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; and or (iii) neither 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, 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: Sales Agreement (iTeos Therapeutics, Inc.), iTeos Therapeutics, Inc.
No Violation or Default. Neither (i) Neither the Company Issuer nor any of the Significant Subsidiaries its significant subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither 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; and or (iii) neither 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: Delphi Automotive PLC, Delphi Automotive PLC
No Violation or Default. (i) Neither None of the Company nor or any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither . 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”); and or (iiiii) 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 (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Oshkosh Corp), Oshkosh Corp
No Violation or Default. (i) Neither the Company nor any of the Significant Designated Subsidiaries is (i) in material violation of its charter memorandum of association or bybye-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 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; and 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 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. (i) Neither the Company nor any of the Significant Subsidiaries is (i) in violation of its charter or 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 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”); and 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 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, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Ca, Inc.), Underwriting Agreement (Ca, Inc.)
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is (i) in violation of its charter or 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 defaultdefault by the Company or any of its Significant Subsidiaries, 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; and 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, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Penson Worldwide Inc), A Purchase Agreement (Penson Worldwide Inc)
No Violation or Default. Except as disclosed in the Pricing Disclosure Package and the Prospectus, neither the Company nor a Significant Subsidiary is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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, 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; and 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 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), Strategic Hotels & Resorts, Inc
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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; and 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 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, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Medicines Co /De, Medicines Co /De
No Violation or Default. (i) Neither the Company nor any of its significant subsidiaries (as defined by Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and together, the “Significant Subsidiaries Subsidiaries”) is (i) in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; and 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, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Sienna Biopharmaceuticals, Inc., Sienna Biopharmaceuticals, Inc.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries 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) 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 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); and 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, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Obagi Medical Products, Inc.), Obagi Medical Products, Inc.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its significant subsidiaries is (i) in violation of its memorandum of association, charter or bybye-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 significant subsidiaries is a party or by which the Company or any of its significant subsidiaries is bound or to which any of the property or assets asset of the Company or any of its significant subsidiaries is subject; and 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 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. Except as disclosed in the Pricing Disclosure Package and the Prospectus, neither the Company nor a Significant Subsidiary is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws bylaws 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, 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; and 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 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: Strategic Hotels & Resorts, Inc, Strategic Hotels & Resorts, Inc
No Violation or Default. (i) Neither the The Company nor any of the Significant Subsidiaries is not in violation of its charter or 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; and subject or (iiiy) 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 (Sanofi), Underwriting Agreement (Sanofi)
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is (i) in violation of its charter or 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 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; and 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Trinity Marine Products, Inc., Trinity Industries Inc
No Violation or Default. (i) Neither None of the Company nor Company, the Guarantor or any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither . Neither the Company nor any of its subsidiaries (including the Guarantor) 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; and or (iiiii) 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, except for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
No Violation or Default. (i) Neither the Company nor any of the Significant Designated Subsidiaries is (i) in violation of its charter memorandum of association or bybye-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 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; and 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 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. (i) Neither the Company nor any of the its Significant Subsidiaries is (i) in violation of its charter or 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 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 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 property, right or assets asset of the Company or any of its subsidiaries Significant Subsidiaries is subject; and 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 could not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Activision Blizzard, Inc.), Underwriting Agreement (Activision Blizzard, Inc.)
No Violation or Default. (i) Neither To the Company’s knowledge, neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; and or (iii) neither 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, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Ship Lease, Inc.), Underwriting Agreement (Global Ship Lease, Inc.)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither 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; and 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, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Master Lease Agreement (Getty Realty Corp /Md/), Master Lease Agreement (Getty Realty Corp /Md/)
No Violation or Default. None of the Escrow Issuer, the Company or any of its subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Escrow Issuer, the Company or any of its subsidiaries is a party or by which the Escrow Issuer, the Company or any of its subsidiaries is bound or to which any of the property or assets of the Escrow Issuer, the Company or any of its subsidiaries is subject; and 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, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Manitowoc Co Inc), Purchase Agreement (Manitowoc Foodservice, Inc.)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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, No material default exists in the due performance or and observance of any term, covenant or condition contained in of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material 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 may be bound or to which any of the property material properties or assets of the Company or any of its subsidiaries is subject; and (iii) neither . Neither the Company nor any of its subsidiaries is in violation of any law term or statute provision of its respective charter or by-laws (or similar organizational documents). Neither the Company nor any of its subsidiaries is in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any of any Governmental Entity applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, exceptits subsidiaries, in the case of clauses (ii) and (iii) aboveeach case, for any except such default or violation that as would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Underwriting Agreement (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries Subsidiary is in violation of its charter or 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; and 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), Frontier Communications Corp
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries Company’s subsidiaries nor, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, is (i) in violation of its charter or 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 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; and 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 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. (i) The Company is not in violation of its memorandum and articles of association. Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither the Company nor any of its principal subsidiaries is (i) in default, 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 principal subsidiaries is a party or by which the Company or any of its principal subsidiaries is bound or to which any of the property or assets of the Company or any of its principal subsidiaries is subject; and or (iiiii) 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 United States or United Kingdom court or arbitrator or governmental or regulatory authorityauthority in the United States or the United Kingdom, except, in the case of clauses (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, have a material adverse effect on the financial position or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under the Securities (a “Material Adverse Effect”).
Appears in 2 contracts
Samples: Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC)
No Violation or Default. Neither (i) Neither the Company Issuer nor any of the Significant Subsidiaries its significant subsidiaries is in violation of its charter or by-laws or similar organizational or constitutional documents; (ii) neither 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; and or (iii) neither 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 (Aptiv PLC), Aptiv PLC
No Violation or Default. None of the Company, any of its Significant Subsidiaries, or, to the Company’s knowledge, any of its subsidiaries that are not Significant Subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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; and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Cree Inc)
No Violation or Default. Neither the Company, the Operating Partnership nor any of their respective subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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, that 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 Operating Partnership or any of its their respective subsidiaries is a party or by which the Company Company, the Operating Partnership or any of its their respective subsidiaries is bound or to which any of the property or assets of the Company Company, the Operating Partnership or any of its their respective subsidiaries is subject; and 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, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. None of the Company, Old SAIC or any of their respective subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Company, Old SAIC or any of its their respective subsidiaries is a party or by which the Company Company, Old SAIC or any of its their respective subsidiaries is bound or to which any of the property or assets of the Company Company, Old SAIC or any of its their respective subsidiaries is subject; and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (SAIC, Inc.)
No Violation or Default. None of the Issuer, ProBuild or any of their respective subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Issuer, ProBuild or any of its their respective subsidiaries is a party or by which the Company Issuer, ProBuild or any of its their respective subsidiaries is bound or to which any property or asset of the property or assets of the Company Issuer, ProBuild or any of its their respective subsidiaries is subject; and 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 1 contract
No Violation or Default. Neither the Company, the Operating LLC nor any of their respective subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Company, the Operating LLC or any of its their respective subsidiaries is a party or by which the Company Company, the Operating LLC or any of its their respective subsidiaries is bound or to which any property or asset of the property or assets of Company, the Company Operating LLC or any of its their respective subsidiaries is subject; and 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 1 contract
Samples: CompoSecure, Inc.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws bylaws or similar organizational documents; (ii) neither 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; and or (iii) neither 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 1 contract
Samples: Equity Distribution Agreement (Portland General Electric Co /Or/)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its significant subsidiaries (as such term is defined in Rule 1-02 under Regulation S-X) is in violation of its charter or by-laws or similar organizational documents; (ii) each other subsidiary of the Company is in compliance in all material respects with its charter or by-laws or similar organizational documents; 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 asset of the Company or any of its subsidiaries is subject; and or (iiiii) neither 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 (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 1 contract
Samples: Knowles Corp
No Violation or Default. (i) Neither the Company Company, the Guarantors nor any of the Significant Designated Subsidiaries is (i) in violation of its respective charter or by-laws or similar other 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 Company, the Guarantors or any Designated Subsidiary of its subsidiaries the Company is a party or by which the Company Company, the Guarantors or any Designated Subsidiary of its subsidiaries the Company is bound or to which any property, right or asset of the property Company, the Guarantors or assets any Designated Subsidiary of the Company is subject or any of its subsidiaries is subject; 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, 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 1 contract
No Violation or Default. (i) Neither Except as disclosed in the Time of Sale Information, neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) neither the Company nor in default in any of its subsidiaries is in defaultmaterial respect, 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; and or (iii) neither the Company nor any of its subsidiaries is in violation in any material respect of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) neither the Company nor in default in any of its subsidiaries is in defaultmaterial respect, 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; and or (iii) neither the Company nor any of its subsidiaries is in violation in any material respect of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, exceptexcept (a) in the case of clause (i) above, and only with respect to subsidiaries (whether individually or taken together) of the Company which are not significant subsidiaries, for any such violations that would not, individually or in the aggregate, have a Material Adverse Effect and (b) in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is (i) in violation of its business license, articles of association, charter or by-laws or other similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; and or (iii) neither except as disclosed in the Company nor any Registration Statement, Time of its subsidiaries is Sale Information and 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, ; except in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its significant subsidiaries is in violation of its memorandum of incorporation, articles of incorporation, charter or by-laws or similar organizational documents; (ii) neither . Neither the Company nor any of its significant 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 asset of the Company or any of its subsidiaries is subject; and subject or (iiiii) 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 authorityauthority or agency, except, in the case of clauses (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Amdocs LTD
No Violation or Default. (i) Neither None of the Company nor Company, Holdings or any of the Significant Subsidiaries is (i) in violation of its charter or charter, 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 Company, Holdings or any of its subsidiaries the Significant Subsidiaries is a party or by which the Company Company, Holdings or any of its subsidiaries the Significant Subsidiaries is bound or to which any of the property or assets of the Company Company, Holdings or any of its subsidiaries the Significant Subsidiaries is subject; and 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, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) neither except as described in each of the Company nor any Time of its subsidiaries is Sale Information and the Final Offering Memorandum, 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; and 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 authorityauthority having jurisdiction over the Company or any of its subsidiaries or any of their respective 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Calgon Carbon Corporation
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; and or (iii) neither 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 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, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Centuri Holdings, Inc.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its significant subsidiaries is in violation of its charter or 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; 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 1 contract
Samples: SXC Health Solutions Corp.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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; and 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 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: CBS Outdoor Americas Inc.
No Violation or Default. (i) Neither Except as described in the Prospectus, neither the Company nor any of the Significant its Material Subsidiaries is (i) in violation of its charter Memorandum of Association or by-laws Articles of Association 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 Material Subsidiaries is a party or by which the Company or any of its subsidiaries Material Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Material Subsidiaries is subject; and 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, authority having jurisdiction over the Company or any of its 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Terms Agreement (Gold Fields LTD)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries Guarantors is in violation of its charter or by-laws or similar organizational documents; (ii) none of the Company’s other subsidiaries is in violation of its charter or by-laws or similar organizational documents, (iii) neither the Company Company, any Guarantor, nor any of its the Company’s other 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, any Guarantor or any of its the Company’s other subsidiaries is a party or by which the Company Company, any Guarantor or any of its the Company’s other subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; and or (iiiiv) neither the Company Company, any Guarantor, nor any of its the Company’s other 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 (iiiii) and (iiiiv) above, for any such violation or default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither (i) Neither the Company nor any of the its Significant Subsidiaries is in violation of its charter or 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; and 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 1 contract
Samples: Underwriting Agreement (MediaMind Technologies Inc.)
No Violation or Default. None of the Company, any of its significant subsidiaries or the Acquired Company is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Company, any of its subsidiaries or the Acquired Company is a party or by which the Company or Company, any of its subsidiaries or the Acquired Company is bound or to which any of the property or assets of the Company or Company, any of its subsidiaries or the Acquired Company is subject; and 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, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its significant subsidiaries is in violation of its the charter or by-laws or similar organizational documentsdocuments of the Company or any significant subsidiary; (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 property, right or assets asset of the Company or any of its subsidiaries is subject; and 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 authorityauthority having jurisdiction over the Company, its subsidiaries or any of their respective property, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Cadence Design Systems Inc
No Violation or Default. (i) Neither the The Company nor any of the Significant Subsidiaries is not in violation of its charter or 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 property, right or assets asset of the Company or any of its subsidiaries is subject; 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, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. None of the Company, Macrovision, Gemstar or any of their respective subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Company, Macrovision, Gemstar or any of its their respective subsidiaries is a party or by which the Company Company, Macrovision, Gemstar or any of its their respective subsidiaries is bound or to which any of the property or assets of the Company Company, Macrovision, Gemstar or any of its their respective subsidiaries is subject; and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Macrovision Solutions CORP
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries Guarantors is in violation of its charter or 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; 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, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither (i) Neither the Company nor any of the its Significant Subsidiaries is in violation of its respective charter or by-laws bylaws 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; and 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 1 contract
Samples: Air Lease Corp
No Violation or Default. None of the Escrow Issuer, the Company or any of its subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Escrow Issuer, the Company or any of its subsidiaries is a party or by which the Escrow Issuer, the Company or any of its subsidiaries is bound or to which any of the property or assets of the Escrow Issuer, the Company or any of its subsidiaries is subject; and 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, have a Material Adverse Effect.. (s)
Appears in 1 contract
Samples: Purchase Agreement
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its articles of incorporation, charter or by-laws bylaws 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 subjectsubject (other than the Company has been deferring interest payments, as permitted by the terms thereof, on its junior subordinated debt securities since June 2011); and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Sales Agency Agreement (Village Bank & Trust Financial Corp.)
No Violation or Default. (i) Neither the Company nor any of the Significant its Material Subsidiaries is in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; 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 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documentsdocuments (each as in effect as of the date hereof); (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; and 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, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. None of the Company, the Operating Partnership nor any of their subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Company, the Operating Partnership or any of its their subsidiaries is a party or by which the Company Company, the Operating Partnership or any of its their subsidiaries is bound or to which any of the property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries is subject; and 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 is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and for which a valid waiver has been obtained or that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Campus Crest Communities, Inc.
No Violation or Default. (i) Neither None of Merger Sub, the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 Merger Sub, the Company or any of its subsidiaries is a party or by which the Merger Sub, Company or any of its subsidiaries is bound or to which any of the property or assets of Merger Sub, the Company or any of its subsidiaries is subject; and 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 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws bylaws 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; and 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 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, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws, certificate of formation and operating agreement or limited partnership agreement, or similar organizational documents (collectively “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; and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Advisory Board Co
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries Company’s subsidiaries is (i) in violation of its charter or 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; and 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 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 1 contract
Samples: Underwriting Agreement (Keysight Technologies, Inc.)
No Violation or Default. None of the Ladder Parties nor any of their subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 lease, indenture, mortgage, deed of trust, loan agreement or other agreement contract, agreement, instrument or instrument obligation to which any of the Company Ladder Parties or any of its their subsidiaries is a party or by which any of the Company Ladder Parties or any of its their subsidiaries is bound or to which any property, right or asset of any of the property or assets of the Company Ladder Parties or any of its their subsidiaries is subject; and 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 1 contract
Samples: Ladder Capital Corp
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; and or (iiiii) 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 (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 1 contract
Samples: Underwriting Agreement (Valtech Se)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries 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) 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 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); and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Obagi Medical Products, Inc.)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its memorandum and articles of association, charter or 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; and or (iii) neither except as disclosed 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 clause (ii) and (iii) and, with respect to China Gateway Pharma Products (Shanghai) Limited, clause (i) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: ShangPharma Corp
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 Company, or any of its subsidiaries is a party or by which the Company 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; and or (iii) neither except with respect to matters pertaining to the Company nor any Xxxxxxxx-Xxxxx Act of its subsidiaries 2002 which is expressly covered in clause (oo) below, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is (i) in violation of its charter or 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 by the Company or any of its Significant Subsidiaries 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 or, to the Company's knowledge, 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; and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Penson Worldwide Inc
No Violation or Default. None of the Company, the Guarantor or any of its subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or charter, 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 Company, the Guarantor or any of its subsidiaries is a party or by which the Company Company, the Guarantor or any of its subsidiaries is bound or to which any of the property or assets of the Company Company, the Guarantor or any of its subsidiaries is subject; and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Cooper Industries LTD
No Violation or Default. None of the Issuers, Parent or any of their respective subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Issuers, Parent or any of its their respective subsidiaries is a party or by which the Company Issuers, Parent or any of its their respective subsidiaries is bound or to which any of the property or assets of the Company Issuers, Parent or any of its their respective subsidiaries is subject, including, without limitation, the Acquisition Agreement; and 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 notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Palace Entertainment Holdings, Inc.)
No Violation or Default. None of the Acquisition Sub, the Company or any of the Company’s subsidiaries is (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or 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 Acquisition Sub, the Company or any of its the Company’s subsidiaries is a party or by which the Acquisition Sub, the Company or any of its the Company’s subsidiaries is bound or to which any of the property or assets of the Acquisition Sub, the Company or any of its the Company’s subsidiaries is subject; and or (iii) neither 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 1 contract
Samples: Purchase Agreement (Sugarloaf Gwinnett Entertainment Company, L.P.)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or 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 asset of the Company or any of its subsidiaries is subject; and or (iii) neither 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, have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its significant subsidiaries is in violation of its charter or 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; 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: SXC Health Solutions Corp.
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries its subsidiaries is (i) in violation of its charter or by-laws bylaws 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, including the 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; and or (iii) neither 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 1 contract
Samples: Portland General Electric Co /Or/
No Violation or Default. (i) Neither the Company nor any of the its Significant Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) neither 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 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; and 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, have a Material Adverse Effect.
Appears in 1 contract
Samples: Jarden Corp
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is (i) in violation of its charter or bylaws or similar organizational documents, (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; and subject (collectively, “Company Contracts”), 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all third parties that are parties to any Company Contracts are in compliance with the terms, covenants and conditions contained in such Company Contracts, except for any violation that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Sales Agreement (Corbus Pharmaceuticals Holdings, Inc.)
No Violation or Default. (i) Neither the Company nor any of the Significant Subsidiaries is in violation of its charter Articles of Amendment and Restatement or 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; 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, have a Material Adverse Effect.
Appears in 1 contract
