Non-Contravention; Filings and Consents Sample Clauses

Non-Contravention; Filings and Consents. (a) The execution, delivery, and performance by Parent of this Agreement or the consummation by Parent of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):
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Non-Contravention; Filings and Consents. (a) The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):
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Non-Contravention; Filings and Consents. (a) The execution, delivery, and performance by the Company of this Agreement or the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):
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Non-Contravention; Filings and Consents. (a) The execution, delivery, and performance by EVI of this Agreement or the consummation by EVI of the Merger and the other transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):
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Non-Contravention; Filings and Consents. (a) The execution, delivery, and performance by MTI of this Agreement or the consummation by MTI of the MTI Merger and the other transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):
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Non-Contravention; Filings and Consents. (a) Except as set forth on Section 4.5 of the Company Disclosure Schedule, the execution, delivery, and performance by the Company of this Agreement or the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):
Sample 1
Non-Contravention; Filings and Consents. (a) Except as set forth in Section 3.3 of the Disclosure Schedule, Seller is not subject to and is not a party to any charter or bylaw, or mortgage, Lien, lease, agreement, contract, instrument, law, rule, regulation, Order, judgment or decree, or any other restriction of any kind or character that:
Sample 1
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Non-Contravention; Filings and Consents. The execution, delivery and performance by Sellers and the Company of this Agreement and the consummation by Sellers, the Company, and all Company Affiliates of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both), (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of formation or operating agreement of the Company or any Company Affiliate, (b) contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order, (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any contract to which the Company or any Company Affiliate is a party, or by which they or any of their respective properties or assets may be bound or affected or any Governmental Authority affecting, or relating in any way to, the property, assets or business of the Company or any Company Affiliate, or (d) result in the creation or imposition of any Lien on any asset of the Company or any Company Affiliate. The execution, delivery and performance of this Agreement by Sellers and the Company and the consummation of the transactions contemplated hereby by Sellers and the Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority.
Sample 1

Related to Non-Contravention; Filings and Consents

  • Due Authorization, Non-Contravention, etc The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not:

  • Authorization; Non-Contravention The execution, delivery and performance by Borrower and any guarantor, as applicable, of this Agreement and other Loan Documents to which it is a party are within its power, have been duly authorized as may be required and, if necessary, by making appropriate filings with any governmental agency or unit and are the legal, binding, valid and enforceable obligations of Borrower and any guarantors; and do not (i) contravene, or constitute (with or without the giving of notice or lapse of time or both) a violation of any provision of applicable law, a violation of the organizational documents of Borrower or any guarantor, or a default under any agreement, judgment, injunction, order, decree or other instrument binding upon or affecting Borrower or any guarantor, (ii) result in the creation or imposition of any lien (other than the lien(s) created by the Loan Documents) on any of Borrower’s or any guarantor’s assets, or (iii) give cause for the acceleration of any obligations of Borrower or any guarantor to any other creditor. Asset Ownership. Borrower has good and marketable title to all of the properties and assets reflected on the balance sheets and financial statements supplied Bank by Borrower, and all such properties and assets are free and clear of mortgages, security deeds, pledges, liens, charges, and all other encumbrances, except as otherwise disclosed to Bank by Borrower in writing and approved by Bank (“Permitted Liens”). To Borrower’s knowledge, no default has occurred under any Permitted Liens and no claims or interests adverse to Borrower’s present rights in its properties and assets have arisen. Discharge of Liens and Taxes. Borrower has duly filed, paid and/or discharged all taxes or other claims that may become a lien on any of its property or assets, except to the extent that such items are being appropriately contested in good faith and an adequate reserve for the payment thereof is being maintained.

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