No Violations Resulting From Transactions. The execution and delivery by the Company of this Agreement and each of the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby by the Company, will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) except as set forth on Exhibit D, require any consent, waiver, approval, authorization or permission of, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity under or pursuant to any of the contracts to which the Company is a party; or (d) violate any applicable laws.
No Violations Resulting From Transactions. The execution and delivery of this Agreement by the Shareholders and the Corporation, and each of the Related Agreements to which they are a party, and the consummation of the transactions contemplated hereby and thereby by the Shareholders and the Corporation will not (a) conflict with or violate any provision of the articles or certificate of incorporation or by-laws of the Corporation, (b) except as set forth in Exhibit D, require any consent, waiver, approval, authorization, permission, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an encumbrance, under or pursuant to (i) any of the contracts to which the Corporation is a party (including but not limited to contracts of insurance and leases as applicable), or (ii) any other material agreements to which any of the Shareholders is a party, or (d) violate any law applicable to the Shareholders or the Corporation.
No Violations Resulting From Transactions. The execution and delivery by the Business Contribution Member and the Shareholders of this Agreement and each of the Related Agreements to which they are, respectively, a party, and the consummation of the transactions contemplated hereby and thereby by each of the Business Contribution Member and the Shareholders will not (a) conflict with or violate any provision of the articles or certificate of incorporation or by-laws of the Business Contribution Member, (b) except as set forth in Exhibit E, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Contracts, or (ii) any other material agreements to which the Business Contribution Member and/or any of the Shareholders are a party, or (d) violate any law applicable to the Business Contribution Member or any of the Shareholders or by which any of the Assets is bound.
No Violations Resulting From Transactions. The execution and delivery by the Business Contribution Member of this Agreement and each of the Related Agreements to which he or she is a party, and the consummation of the transactions contemplated hereby and thereby by the Business Contribution Member will not (a) except as set forth in Exhibit E, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any third party, (b) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Contracts, or (ii) any other material agreements to which the Business Contribution Member is a party, or (c) violate any law applicable to the Business Contribution Member or by which any of the Assets is bound.
No Violations Resulting From Transactions. Except for those matters which in the aggregate would not result in a Company Material Adverse Effect, the execution and delivery of this Agreement and each of the Related Agreements and the consummation of the transactions contemplated hereby and thereby by either the Company or the Shareholders will not (a) conflict with, or result in any violation of, or result in a Default (as defined in Section 2.19(b) below) under, or the creation of an Encumbrance on assets or property, or result in any right of first refusal with respect to any asset or property (any such conflict, violation, Default, creation or right of first refusal, a "Violation"), pursuant to any provision of the articles of incorporation or code of regulations of the Company or any Subsidiary, or (b) result in any Violation of, or require any consent or approval of or notice to any person pursuant to (i) any of the Contracts listed in Schedule 2.19 or any other material agreement of the Company or any Subsidiary, or (ii) any permit, franchise, license, judgment, order, decree, statute, law, ordinance, rule, regulation or administrative ruling, whether federal, state, local or foreign (collectively, "Laws"), applicable to the Company or any Subsidiary or their respective properties or assets. Other than the filings set forth on Schedule 2.6, no consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit ("Consents") from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity "), is required by or with respect to the Company, the Subsidiaries or the Shareholders in connection with the execution and delivery by the Company or the Shareholders of this Agreement and each Related Agreement to which it is a party, or the consummation by the Company or the Shareholders of the transactions contemplated hereby or thereby, other than Consents which if not obtained or made would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.
No Violations Resulting From Transactions. The execution and delivery of this Agreement and each of the Related Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, by RTI will not result in any violation pursuant to any provision of the certificate of incorporation or by-laws of RTI or result in any violation of, or (except as required by Section 1.5 hereof) require any consent or approval of or notice to any person (other than a Governmental Entity) pursuant to (a) any loan or credit agreement, note, mortgage, indenture, material lease, employee benefit plan or other agreement, obligation or instrument to which RTI is a party or (b) any Laws applicable to RTI and the RTI Subsidiaries or any of their respective properties or assets.
No Violations Resulting From Transactions. Except as set forth in Schedule 2.4, the execution and delivery by the Company of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Company will not (a) conflict with or violate any provision of the Amended and Restated Articles of Incorporation or by-laws of the Company, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, (c) result in or constitute a Default (as defined below), or require any consent or approval of or notice to any person or entity, or result in the creation of a Lien (as defined below) other than as contemplated herein, under or pursuant to any material agreement which in any way relates to the Business of the Company or by which any of its assets are bound, or (d) violate any court order or injunction or Law (as defined below) applicable to the Company or by which any of its assets are bound. For purposes of this Agreement, (w) the term "Lien" shall mean any mortgage, lien, pledge, security interest, conditional sale agreement, charge, claim, easement, right, condition, restriction or other encumbrance or defect of title of any nature whatsoever (including without limitation, any assessment, charge or other type of notice which is levied or given by any Governmental Entity and for which a lien could be filed), (x) the term "Governmental Entity" shall mean any governmental authority, court, administrative agency or commission or other governmental or regulatory body or entity, whether federal, state, local or foreign, (y) the term "Law" shall mean any statute, law, ordinance, rule, regulation or administrative ruling or any governmental permit, franchise or license or any injunction, judgment, order or consent or similar decree or agreement, whether federal, state, local or foreign, and (z) the term "Default" means, with respect to any contract, agreement or other arrangement (a "Contract") (A) any breach or violation of, or default under, such Contract, (B) any event which could (either with or without notice or lapse of time or both) give rise to any right of termination, cancellation or acceleration or any obligation to repay with respect to such Contract or (C) any event which could result in either an increase in the obligations or liabilities of, or a loss of any benefit to which, the party in question or any of its affiliates may be entitled or subject to under such Contract.
No Violations Resulting From Transactions. Except as set forth in Schedule 3.3 and except for those matters which in the aggregate would not result in a DR Material Adverse Effect (as defined below), the execution and delivery by General Magic of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by General Magic will not (a) conflict with or violate any provision of the Certificate of Incorporation or by-laws of General Magic, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, (c) result in or constitute a Default, or require any consent or approval of or notice to any person or entity, or result in the creation of a Lien, under or pursuant to any DR Contract (as defined below) or (d) violate any court order or injunction or Law applicable to General Magic or by which any of its assets are bound.
No Violations Resulting From Transactions. The execution and delivery of this Agreement by the Shareholder and the Corporation, and each of the Related Agreements to which they are a party, and the consummation of the transactions contemplated hereby and thereby by the Shareholder and the Corporation will not (a) conflict with or violate any provision of the articles or certificate of incorporation or by-laws of the Corporation, (b) except as set forth in Exhibit D, require any consent, waiver, approval, authorization, permission, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an encumbrance, under or pursuant to (i) any of the contracts to which the Corporation is a party (including but not limited to contracts of insurance and leases as applicable), or (ii) any other material agreements to which the Shareholder is a party, or (d) violate any law applicable to the Shareholder or the Corporation. The parties hereto acknowledge that the Corporation will be required to satisfy its debt to certain secured creditors out of the proceeds of sale; without limiting the foregoing, the Corporation and the Shareholder acknowledge and agree that the cash proceeds from sale otherwise accruing to the Shareholder shall be used to pay: (a) the balance on the Corporation's revolving line of credit in favor of Merchant's Bank of New York; and (b) the Purchase Price for shares in the Corporation held by Xxxxxxx Xxxxx.
No Violations Resulting From Transactions. The execution and delivery by each ADB Entity of the Transaction Documents to which it is a party and the consummation of the Transactions by each ADB Entity will not: (a) conflict with or violate any provision of the articles or by-laws of any ADB Entity, as amended through the date hereof; (b) except as set forth on Schedule 5.6, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity; (c) except as set forth in Schedule 5.6, result in or constitute a Default, or require any consent or approval of or notice to any Person, or result in the creation of any Encumbrance, under or pursuant to (i) any ADB Entity Contract; or (d) violate any Law applicable to any ADB Entity or by which it or any of the Assets may be bound.
