No Violation or Rights of Termination or Acceleration Sample Clauses

No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by Resources and the Purchaser do not, and the consummation of the transactions contemplated hereby and the performance of this Agreement by Resources and the Purchaser will not: (i) Materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or equivalent organizational documents) of any Resources Group Company or any agreement, instrument or license to which any Resources Group Company is a party or by which any Resources Group Company is bound or constitute a material default or violation by any Resources Group Company thereunder, or result in the creation or imposition of any Lien upon any of the assets of any Resources Group Company; (ii) assuming that all Governmental Approvals set out in Schedule 3.01(1)(b) have been obtained and the notices to Governmental Bodies listed in Schedule 3.01(1)(b) have been given, constitute a default or violation by any Resources Group Company under any Laws to which any Resources Group Company is subject or by which it is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of any Resources Group Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Resources Group Company is a party or by which any Resources Group Company or any of their respective property or assets is bound; except, with respect to clauses (ii) and (iii), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Resources or materially impair the ability of Resources or the Purchaser to perform its obligations hereunder or to complete the transactions contemplated hereby.
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No Violation or Rights of Termination or Acceleration. Neither the execution and delivery of this Agreement by IAMGOLD nor the completion of the Transaction on the basis set out herein will: (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or their equivalent) of any IAMGOLD Group Company or any agreement, instrument or license to which any IAMGOLD Group Company is a party or by which any IAMGOLD Group Company is bound or constitute a default or violation by any IAMGOLD Group Company thereunder, or - 11 - under any Laws to which any IAMGOLD Group Company is subject or by which it is bound, or result in the creation or imposition of any Encumbrance upon the assets of any IAMGOLD Group Company; (ii) to the best knowledge and belief of IAMGOLD, conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or their equivalent) of any IAMGOLD Significant Interest Company or any agreement, instrument or license to which any IAMGOLD Significant Interest Company is a party or by which any IAMGOLD Significant Interest Company is bound or constitute a default or violation by any IAMGOLD Significant Interest Company thereunder, or under any Laws to which any IAMGOLD Significant Interest Company is subject or by which it is bound, or result in the creation or imposition of any Encumbrance upon the assets of any IAMGOLD Significant Interest Company; or (iii) give rise to any right of termination of any agreement, instrument or license or acceleration of indebtedness, cause any indebtedness owing by IAMGOLD or any IAMGOLD Group Company or, to the best knowledge and belief of IAMGOLD, any IAMGOLD Significant Interest Company, to come due before its stated maturity or cause any of its available credit to cease to be available; other than violations, contraventions, breaches, defaults, Encumbrances or rights of termination or acceleration that individually and in the aggregate would not reasonably be expected to have a material adverse effect on IAMGOLD, on the direct or indirect ownership by IAMGOLD of the IAMGOLD Group Companies (other than IAMGOLD) and its interests in the IAMGOLD Significant Interest Companies taken as a whole or on the ability of IAMGOLD to complete the Transaction.
Sample 1
No Violation or Rights of Termination or Acceleration. Assuming that the approval of the SARB has been obtained in respect of the Transaction, the execution and delivery of this Agreement by GF Netherlands does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement by GF Netherlands will not: (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or equivalent organizational documents) of GF Netherlands or any of the Direct Acquired Subsidiaries; (ii) constitute a default or violation by any of the Direct Acquired Subsidiaries under any Applicable Laws to which any of them is subject or by which any of them is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of any of the Direct Acquired Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any of the Direct Acquired Subsidiaries is a party or by which any of them or any of their respective property or assets is bound; except, with respect to clauses (ii) and (iii), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Direct Acquired Subsidiaries taken as a whole or materially impair the ability of GF Netherlands to perform its obligations hereunder or to complete the transactions contemplated hereby.
Sample 1
No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by Rusoro do not, and the consummation of the transactions contemplated hereby and the performance of this Agreement by Rusoro will not: (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or equivalent organizational documents) of any Rusoro Group Company; (ii) constitute a default or violation by any Rusoro Group Company under any Applicable Laws to which any Rusoro Group Company is subject or by which it is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of any Rusoro Group Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Rusoro Group Company is a party or by which any Rusoro Group Company or any of their respective property or assets is bound; except, with respect to clauses (ii) and (iii), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Rusoro Group or materially impair the ability of Rusoro to perform its obligations hereunder or to complete the transactions contemplated hereby.
Sample 1
No Violation or Rights of Termination or Acceleration. To the knowledge of the Purchaser, the execution and delivery of this Agreement by the Purchaser does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement and the NSR Royalty Agreement by the Purchaser will not: (i) materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or equivalent organizational documents) of the Purchaser, of any agreement, instrument or license to which it is a party or by which it is bound or constitute a material default or violation by it thereunder; or (ii) constitute a default or violation by the Purchaser under any Laws to which it is subject or by which it is bound; except, with respect to clause (ii), for any such events or occurrences that could not reasonably be expected to materially impair the ability of the Purchaser to perform its obligations hereunder or to complete the transactions contemplated hereby.
Sample 1
No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by UEC does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement or any of the Closing Documents including the granting of the Royalties and the execution and delivery of any Closing Document by UEC and CMC, as applicable, will not: (i) materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the notice of articles or articles (or equivalent organizational documents) of UEC and CMC of any agreement, instrument or license to which any of them is a party or by which any of them is bound or constitute a material default or violation by either of them thereunder, or result in the creation or imposition of any Lien upon the any of the Projects or the Properties except by virtue of the granting of the Royalties; (ii) to the knowledge of UEC, constitute a default or violation by UEC or CMC under any Laws to which either of them is subject or by which either of them is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any of the Projects or Properties pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which either of them is a party or by which either of them or any of their respective property or assets is bound.
Sample 1
No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement or any Closing Document to which it is a party by the Purchaser does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement or any of the Closing Documents by the Purchaser will not: (i) materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the certificate of formation or operating agreement of the Purchaser or any agreement, instrument or license to which the Purchaser is a party or by which the Purchaser is bound or constitute a material default or violation by the Purchaser thereunder, or result in the creation or imposition of any Lien upon any of the assets of the Purchaser; (ii) to the knowledge of the Purchaser, constitute a default or violation by the Purchaser under any Laws to which the Purchaser is subject or by which it is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of the Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its property or assets is bound;
Sample 1
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No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by the Owners and Parent does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement by the Owners and Parent will not: (i) materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of its articles or by-laws (or equivalent organizational documents), any agreement, instrument or license to which it is a party or by which it is bound or constitute a material default or violation by it thereunder, or result in the creation or imposition of any Encumbrance upon the Mineral Property except by virtue of the constitution of the Royalty; (ii) constitute a default or violation by an Owner or Parent under any Laws to which it is subject or by which it is bound; (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any person under, or result in the creation of an Encumbrance on the Mineral Property pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it is a party or by which it or any of its respective property or assets is bound; or (iv) result in any right of first offer, pre-emptive right, right of first refusal or other right to purchase.
Sample 1
No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by Holder does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement by Holder will not: (i) materially conflict with or result in a material violation, contraventions or breach of any of the terms, conditions or provisions of its articles or by-laws (or equivalent organizational documents) of Holder or any agreement, instrument or license to which Holder is a party or by which Holder is bound or constitute a material default or violation by Holder thereunder; or (ii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any person under, or result in the creation of an Encumbrance on any property or asset of Holder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Holder is a party or by which Holder or any of its respective property or assets is bound; except, with respect to clauses (i) and (ii), for any such events or occurrences that could not reasonably be expected to materially impair the ability of Holder to perform its obligations hereunder or to complete the transactions contemplated hereby.
Sample 1

Related to No Violation or Rights of Termination or Acceleration

  • Effect of Termination or Reduction Any termination or reduction of the Commitments of a Class shall be permanent. Each reduction of the Commitments of a Class shall be made ratably among the Lenders of such Class in accordance with their respective Commitments.

  • Rights of Termination 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if: (a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or (b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or (c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt. 10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.

  • Termination by Default If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but any vested rights of the Executive shall not be affected.

  • PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

  • No Violation of Rights of Third Parties Executive warrants that the performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Executive prior to Executive’s employment with Employer. Executive agrees not to disclose to Employer, or induce Employer to use, any confidential or proprietary information or material belonging to any previous employers or others. Executive warrants that Executive is not a party to any other agreement that will interfere with Executive’s full compliance with this Agreement. Executive further agrees not to enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement while such provisions remain effective.

  • REMEDIES IN CASE OF AN EVENT OF DEFAULT If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

  • Consequences of termination or expiry 27.1 Notwithstanding the provisions of Clause 23, wherever the Authority chooses to put out to tender for a replacement service provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may require. 27.2 The termination or expiry of the Contract shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to either Party prior to or after such termination or expiry. 27.3 Upon expiry or termination of the Contract (howsoever caused): 27.3.1 the Service Provider shall, at no further cost to the Authority: 27.3.1.1 take all such steps as shall be necessary to agree with the Authority a plan for the orderly handover of Services to the Authority (or its nominee), such that the Services can be carried on with the minimum of interruption and inconvenience to the Authority and to effect such handover; and 27.3.1.2 on receipt of the Authority’s written instructions to do so (but not otherwise), arrange to remove all electronically held information by a mutually agreed date, including the purging of all disk-based information and the reformatting of all disks. 27.3.2 the Authority shall (subject to Clauses 17, 27.1 and 27.4 and the provisions of any security for due performance supplied by the Service Provider) pay the Service Provider any Charges remaining due in relation to any Services properly performed in accordance with the Contract up to the date of termination or expiry calculated so far as is possible in accordance with Schedule 4 or otherwise reasonably determined by the Authority. 27.4 On termination of the Contract under Clause 26.1 or a cessation of any Services under Clause 26.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Authority to terminate under Clause 26.1), the Authority may enter into any agreement with any third party or parties as the Authority thinks fit to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure reasonably incurred by the Authority in having such services carried out and all other costs and damages reasonably incurred by the Authority in consequence of such termination. The Authority may deduct such costs from the Charges or otherwise recover such costs from the Service Provider as a debt.

  • Default Remedies Termination If the Stop Work Order is canceled, ODHS may, after receiving and evaluating a request by the Contractor, make an adjustment in the time required to complete this Contract and the Contract price by a duly executed amendment.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

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