Noncontravention; Consents. Neither the execution and delivery of this Agreement nor the performance by Parent of its obligations under this Agreement and the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, or other restriction of any Governmental or Regulatory Authority to which Parent is subject; (ii) violate any provision of the charter or bylaws of Parent; or (iii) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or require any notice under any Contract or License to which Parent is a party or by which it is bound or to which any of its assets is subject (or result in the creation or imposition of any Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Lien would not have a material adverse effect on the ability of Parent to consummate the transactions contemplated by this Agreement. Except as set forth in Section 5.1(c) of the Disclosure Schedule, Parent does not need to obtain any authorization, consent, or approval of, or make any declaration, filing or registration with, any Governmental or Regulatory Agency or any other Person in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aqua Care Systems Inc /De/)
Noncontravention; Consents. Neither the execution and the delivery of this Agreement Agreement, nor the performance by Parent of its obligations under this Agreement and the consummation of the transactions contemplated hereby hereby, will (i) result in a breach or violate the charter or bylaws or equivalent governing instruments of Household Bank, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, or other restriction of any Governmental government, governmental agency or Regulatory Authority court to which Parent Household Bank or any of its assets is subject; (ii) violate any provision of the charter or bylaws of Parent; subject or (iii) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or require any notice or consent under any Contract agreement, contract, lease, license, instrument or License other arrangement to which Parent Household Bank is a party or by which it is bound or to which any of its assets is subject (subject, except for such violations, conflicts, breaches, defaults, accelerations, terminations or modifications that would not result in the creation a Material Adverse Effect. Household Bank is not required to give any notice to, make any filing with, or imposition obtain any authorization, consent, or approval of any Lien upon any of its assets)Governmental Authority, except where creditor or other third party in order for the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Lien would not have a material adverse effect on the ability of Parent Parties to consummate the transactions contemplated by this Agreement. Except , except as set forth in Section 5.1(con Schedule 4.2(c) of to the Disclosure Schedule, Parent does not need to obtain any authorization, consent, or approval of, or make any declaration, filing or registration with, any Governmental or Regulatory Agency or any other Person in connection with the execution, delivery Purchase and performance of this Agreement and the consummation of the transactions contemplated herebySale Agreement.
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Noncontravention; Consents. Neither the execution and the delivery of this Agreement and each of the documents to be delivered hereunder, nor the performance by Parent of its obligations under this Agreement and the consummation of the transactions contemplated hereby or thereby will (i) violate any constitutionprovision of the organizational documents of either of the Sellers, (ii) violate any applicable law, statute, regulation, rule, injunction, judgment, order, decree, ruling, or other restriction of any Governmental government, governmental agency, or Regulatory Authority court to which Parent the Business or any Seller Party is subject; (ii) violate any provision of the charter or bylaws of Parent; or , (iii) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify, or cancel, result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or require any notice under any Contract agreement, contract, lease, license, instrument, or License other arrangement to which Parent either of the Sellers is a party or by which it is either of them are bound or to which any of its their assets is are subject or (or iv) result in the creation or imposition of any Lien Encumbrance (other than Permitted Encumbrances or Encumbrances created by Buyers) upon any of its assetsthe Acquired Assets. Except as set forth in Schedule 3(b), except where neither of the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure Sellers is required to give noticeany notice to, make any filing with, or Lien would not have a material adverse effect on obtain any authorization, consent, or approval of any governmental agency or authority or other third party in order for the ability of Parent Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Section 5.1(c) of the Disclosure Schedule, Parent does not need to obtain any authorization, consent, or approval of, or make any declaration, filing or registration with, any Governmental or Regulatory Agency or any other Person in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Synovis Life Technologies Inc)
Noncontravention; Consents. Neither Except as set forth in Schedule 5.3, neither the execution and the delivery of this Agreement and the agreements contemplated hereby by the Stockholders, nor the performance by Parent of its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby by the Stockholders, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental or Regulatory Authority to which Parent the Company is subject; (ii) violate subject or any provision of the charter or bylaws or other similar governing instrument of Parent; the Company or (iiiii) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or require any notice under any Contract agreement, contract, lease, license, instrument or License other arrangement to which Parent the Company is a party or by which it is bound or to which any of its assets is subject (or result in the creation or imposition of any Lien upon any of its assets). Except as set forth in Schedule 5.3, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure Company does not need to give noticeany notice to, make any filing with, or Lien would not have a material adverse effect on obtain any authorization, consent or approval of any Governmental Authority or other third party in order for the ability of Parent parties hereto to consummate the transactions contemplated by this Agreement. Except as set forth Agreement in Section 5.1(c) of the Disclosure Schedulea lawful manner and without causing a default under, Parent does not need to obtain any authorization, consentconflict with, or approval acceleration, violation or termination of, any legal requirement or make any declaration, filing contract or registration with, any Governmental agreement to which the Company is a party or Regulatory Agency or any other Person in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebybound.
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Noncontravention; Consents. Neither Except as set forth in Schedule 5.3 , neither the execution and the delivery of this Agreement and the agreements contemplated hereby by Sellers, nor the performance by Parent of its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby by Sellers, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental or Regulatory Authority to which Parent any of the Companies is subject; (ii) violate subject or any provision of the charter or bylaws or other similar governing instrument any of Parent; the Companies or (iiiii) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments undercancel , or require any notice under any Contract agreement, contract, lease, license, instrument or License other arrangement to which Parent any of the Companies is a party or by which it is bound or to which any of its assets is subject (or result in the creation or imposition of any Lien upon any of its assets). Except as set forth in Schedule 5.3, except where none of the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure Companies needs to give noticeany notice to, make any filing with, or Lien would not have a material adverse effect on obtain any authorization, consent or approval of any Governmental Authority or other third party in order for the ability of Parent parties hereto to consummate the transactions contemplated by this Agreement. Except as set forth Agreement in Section 5.1(c) a lawful manner and without causing a default under, conflict with, or acceleration, violation or termination of, any legal requirement or contract or agreement to which any of the Disclosure Schedule, Parent does not need to obtain any authorization, consent, Companies is a party or approval of, or make any declaration, filing or registration with, any Governmental or Regulatory Agency or any other Person in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebybound.
Appears in 1 contract
Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)
Noncontravention; Consents. Neither the execution and the delivery of this Agreement Agreement, nor the performance by Parent of its obligations under this Agreement and the consummation of the transactions contemplated hereby hereby, will (i) result in a breach or violate the charter or bylaws or equivalent governing instruments of Primary Servicer, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, or other restriction of any Governmental government, governmental agency or Regulatory Authority court to which Parent Primary Servicer or any of its assets is subject; (ii) violate any provision of the charter or bylaws of Parent; subject or (iii) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or require any notice or consent under any Contract agreement, contract, lease, license, instrument or License other arrangement to which Parent Primary Servicer is a party or by which it is bound or to which any of its assets is subject (subject, except for such violations, conflicts, breaches, defaults, accelerations, terminations or modifications that would not result in the creation a Material Adverse Effect. Primary Servicer is not required to give any notice to, make any filing with, or imposition obtain any authorization, consent, or approval of any Lien upon any of its assets)Governmental Authority, except where creditor or other third party in order for the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Lien would not have a material adverse effect on the ability of Parent Parties to consummate the transactions contemplated by this Agreement. Except , except as set forth in Section 5.1(con Schedule 4.2(c) of to the Disclosure Schedule, Parent does not need to obtain any authorization, consent, or approval of, or make any declaration, filing or registration with, any Governmental or Regulatory Agency or any other Person in connection with the execution, delivery Purchase and performance of this Agreement and the consummation of the transactions contemplated herebySale Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Saks Inc)